EXHIBIT 10.1
                               ADVISORY AGREEMENT



     THIS ADVISORY AGREEMENT ("Agreement") is made effective the 1st day of July
1999, by and between NuVen Advisors, Limited Partnership, a Nevada Limited
Partnership ("Advisor") and NuOasis Las Vegas Inc., a Utah corporation (the
"Company").

     WHEREAS, Advisor and Advisor's Personnel (as defined below) have experience
in evaluating and effecting mergers and acquisitions, supervising corporate
management, and in performing general administrative duties for publicly-held
companies and development stage investment ventures; and

     WHEREAS, the Company desires to retain Advisor to advise and assist the
Company in its development on the terms and conditions set forth below.

     NOW, THEREFORE, in consideration of the mutual promises, covenants and
agreements contained herein, and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the Company and Advisor
agree as follows:

1.   Engagement

     The Company hereby retains Advisor, effective the date hereof and
     continuing until termination, as provided herein, to assist the Company in
     its effecting the purchase of businesses and assets relative to its
     business and growth strategy (the "Services"). The Services are to be
     provided on a "best efforts" basis directly and through Advisor's officers
     or others employed or retained and under the direction of Advisor
     ("Advisor's Personnel"); provided, however, that the Services shall
     expressly exclude capital raising activities of any nature and all legal
     advice, accounting services or other services which require licenses or
     certification which Advisor may not have.

2.   Term

      This Agreement shall have an initial term of five (5) years (the
     "Primary Term") from the effective date of July 1, 1999.  At the conclusion
     of the Primary Term this Agreement will automatically be extended on an
     annual basis (the "Extension Period") unless Advisor or the Company shall
     serve written notice on the other party terminating the Agreement.  Any
     notice to terminate given hereunder shall be in writing and shall be
     delivered at least thirty (30) days prior to the end of the Primary Term or
     any subsequent Extension Period.

3.   Time and Effort of Advisor

     Advisor shall allocate time and Advisors Personnel as it deems necessary to
     provide the Services. The particular amount of time may vary from day to
     day or week to week.  Except as otherwise agreed, Advisor's monthly
     statement identifying, in general, tasks performed for the Company shall
     be conclusive evidence that the Services have been performed.
     Additionally, in the absence of willful misfeasance, bad faith, negligence
     or reckless disregard for the obligations or duties hereunder by Advisor,
     neither Advisor nor Advisor's Personnel shall be liable to the Company or
     any of its shareholders for any act or omission in the course of or
     connected with rendering the Services, including but not limited to losses
     that may be sustained in any corporate act in any subsequent Business
     Opportunity (as defined herein) undertaken by the Company as a result of
     advice provided by Advisor or Advisor's Personnel.

<PAGE>
4.   Compensation

     The Company agrees to pay Advisor a fee for the services provided by
     Advisor pursuant to this Agreement, as follows:

     A.  Advisory Fee: The Company shall pay Advisor a monthly fee ("Advisory
         Fee") equal to Three Thousand Five Hundred Dollars ($3,500), payable
         monthly in advance, in cash or shares of the Company's common stock, at
         the Company's election, with such shares to be registered as set
         forth herein;

     B.  Merger Fee: As to Services provided by Advisor related to the
         introduction of Business Opportunities which results in a Merger
         Transaction or which the Company acquires or otherwise obtain an equity
         interest or interest as a creditor, the Company agrees to pay Advisor
         a transaction fee (the "Merger Fee").  The Merger Fee shall be equal to
         ten percent (10%) of the asset value or investment made in the Company
         (including assumed debt) in such Business Opportunity as a result of
         Advisor's introduction or efforts.  One third (1/3) of the Merger Fee
         shall be due and payable upon completion of the definitive agreements
         related to each transaction, and the balance shall be issued upon
         closing;

     C.  Transaction Fee: As to Services provided by Advisor related to the sale
         of the Company's assets, the Company agrees to pay Advisor a fee
         ("Transaction Fee") equal to five percent (5%) of the net proceeds
         received by the Company.

     As additional incentive to execute this Agreement, the Company hereby
     grants to Advisor an option to purchase Five Hundred Thousand (500,000)
     shares of its common stock (the "Option"), exercisable at a price per share
     of fifty cents ($.50) per share, which represents more than one hundred ten
     percent (110%) of the fully diluted net book value of such shares as of the
     date of the Company's last quarterly financial statements. The Option shall
     be evidenced by an Option Agreement in form and substance, with a stated
     exercise price, as that attached hereto as Exhibit "B" and incorporated
     herein by reference. The right of Advisor to exercise the Option will vest
     to Advisor upon execution hereof.

5.   Other Services

     If the Company subsequent to the date hereof enters into a merger or
     purchases the assets or enters into a joint venture with, or makes an
     investment in a company (a "Business Opportunity") introduced by Advisor,
     the Company agrees to pay Advisor a fee equal to five percent (5%) of the
     value of each Business Opportunity introduced by Advisor (collectively
     referred to herein, in each instance, as the "Transaction Fee"), which
     shall be payable upon the closing date each such transaction in cash or in
     shares of the Company's common stock on the same basis as the Fee Shares.

     The Company and Advisor acknowledge that in the event Advisor, as a result
     of this Agreement, receives shares of the Company's common stock it may be
     considered an affiliate subject to Section 16(b) of the Securities Exchange
     Act of 1934 (the "'34 Act"). In this regard the Company and Advisor agree,
     that for purposes of any "profit" computation under Section 16(b) of the
     '34 Act, the price paid for such shares is equal to the Advisory Fee or the
     transaction Fee, as the case may be.


<PAGE>


6.   Registration of Shares

     No later than ten (10) days following the date hereof as to the Fee Shares,
     the Advisory Fee (if paid in shares), the Option Shares and, as to an event
     giving use to the obligation by the Company to pay a Transaction Fee, the
     shares comprising the Transaction Fee shall be registered by the Company
     with the Securities and Exchange Commission under a Form S-8 or other
     applicable registration statement, and the Company shall cause such
     registration statement to remain effective at all times while Advisor holds
     such shares.  At Advisor's election, such shares may be issued prior to
     registration in reliance on exemptions from registration provided by
     Section 4(2) of the Securities Act of 1933 (the "'33 Act"), Regulation D
     of the '33 Act, and applicable state securities laws.  Such issuance or
     reservation of shares shall be in reliance on representations and
     warranties of Advisor set forth herein.  Failing to register such shares,
     or maintain the effectiveness of the applicable registration statement,
     the Company shall satisfy any Advisory Fee, Transaction Fee or Advisory
     Fee in cash within ten (10) days of receipt of Advisor's statement setting
     out the amount and type of fee then due and payable.

7.   Costs and Expenses

     All third party and out-of-pocket expenses incurred by Advisor in the
     performance of the Services shall be paid by the Company, or Advisor shall
     be reimbursed if paid by Advisor on behalf of the Company, within ten (10)
     days of receipt of written notice by Advisor, provided that the Company
     must approve in advance all such expenses in excess of $500 per month.

8.   Place of Services

     The Services provided by Advisor or Advisor's Personnel hereunder will be
     performed at Advisor's offices except as otherwise mutually agreed by
     Advisor and the Company.

9.   Independent Contractor

     Advisor and Advisor's Personnel will act as an independent contractor in
     the performance of its duties under this Agreement. Accordingly, Advisor
     will be responsible for payment of all federal, state, and local taxes on
     compensation paid under this Agreement, including income and social
     security taxes, unemployment insurance, and any other taxes due relative to
     Advisor's Personnel, and any and all business license fees as may be
     required. This Agreement neither expressly nor impliedly creates a
     relationship of principal and agent, or employee and employer, between
     Advisor's Personnel and the Company. Neither Advisor nor Advisor's
     Personnel are authorized to enter into any agreements on behalf of the
     Company. The Company expressly retains the right to approve, in its sole
     discretion, each Business Opportunity introduced by Advisor, and to make
     all final decisions with respect to effecting a transaction on any Business
     Opportunity.

10.  Rejected Business Opportunity

     If, during the Primary Term of this Agreement or any Extension Period, the
     Company elects not to proceed to acquire, participate or invest in any
     Business Opportunity identified and/or selected by Advisor, notwithstanding
     the time and expense the Company may have incurred reviewing such
     transaction, such Business Opportunity shall re-vest back to and become
     proprietary to Advisor, and Advisor shall be entitled to acquire or broker
     the sale or investment in such rejected Business Opportunity for its own
     account, or submit such assets or Business Opportunity elsewhere. In such
     event, Advisor shall be entitled to any and all profits or fees resulting
     from Advisor's purchase, referral or placement of any such rejected
     Business Opportunity, or the Company's subsequent purchase or financing
     with such Business Opportunity in circumvention of Advisor.

<PAGE>

11.  No Agency Express or Implied

     This Agreement neither expressly nor impliedly creates a relationship of
     principal and agent between the Company and Advisor, or employee and
     employer as between Advisor's Personnel and the Company.

12.  Termination

     The Company and Advisor may terminate this Agreement prior to the
     expiration of the Primary Term upon thirty (30) days written notice with
     mutual written consent. Failing to have mutual consent, without prejudice
     to any other remedy to which the terminating party may be entitled, if any,
     either party may terminate this Agreement with thirty (30) days written
     notice under the following conditions:

     (A)  By the Company.

          (i)  If during the Primary Term of this Agreement or any Extension
               Period, Advisor is unable to provide the Services as set forth
               herein for thirty (30) consecutive business days because of
               illness, accident, or other incapacity of Advisor's Personnel;
               or,

          (ii) If Advisor willfully breaches or neglects the duties required to
               be performed hereunder;  or,

     (B)  By Advisor.

          (i)  If the Company breaches this Agreement or fails to make any
               payments or provide information required hereunder;  or,

          (ii) If the Company ceases business or, other than in the Initial
               Merger, sells a controlling interest to a third party, or agrees
               to a consolidation or merger of itself with or into another
               corporation, or enters into such a transaction outside of the
               scope of this Agreement, or sells substantially all of its assets
               to another corporation, entity or individual outside of the scope
               of this Agreement;  or,

          (iii)If the Company has a receiver appointed for its business or
               assets, or otherwise becomes insolvent or unable to timely
               satisfy its obligations in the ordinary course of business,
               including but not limited to the obligation to pay the Advisory
               Fee, the Transaction Fee, or the Advisory Fee;  or,

          (iv) If the Company institutes, makes a general assignment for the
               benefit of creditors, has instituted against it any bankruptcy
               proceeding for reorganization for rearrangement of its financial
               affairs, files a petition in a court of bankruptcy, or is
               adjudicated a bankrupt;  or,

          (v)  If any of the disclosures made herein or subsequent hereto by the
               Company to Advisor are determined to be materially false or
               misleading.

     In the event Advisor elects to terminate without cause or this Agreement is
     terminated prior to the expiration of the Primary Term or any Extension
     Period by mutual written agreement, or by the Company for the reasons set
     forth in A(i) and (ii) above, the Company shall only be responsible to pay
     Advisor for unreimbursed expenses, Advisory Fee and Transaction Fee accrued
     up to and including the effective date of termination. If this Agreement is
     terminated by the Company for any other reason, or by Advisor for reasons
     set forth in B(i) through (v) above, Advisor shall be entitled to any
     outstanding unpaid portion of reimbursable expenses, Transaction Fee, if
     any, and the balance of the Advisory Fee for the remainder of the

<PAGE>

     unexpired portion of the applicable term (Primary Term or Extension Period)
     of the Agreement.

13.  Indemnification

     Subject to the provisions herein, the Company and Advisor agree to
     indemnify, defend and hold each other harmless from and against all
     demands, claims, actions, losses, damages, liabilities, costs and expenses,
     including without limitation, interest, penalties and attorneys' fees and
     expenses asserted against or imposed or incurred by either party by reason
     of or resulting from any action or a breach of any representation,
     warranty, covenant, condition, or agreement of the other party to this
     Agreement.  In addition, the Company agrees to indemnify Advisor, its
     officers, directors and general partner for expenses and the payment of
     profits arising from the purchase and sale by Advisor of securities in
     violation of Section 16(b) of the Securities Exchange Act of 1934, as
     amended, or any similar successor statute.

14.  Remedies

     Advisor and the Company acknowledge that in the event of a breach of this
     Agreement by either party, money damages would be inadequate and the
     non-breaching party would have no adequate remedy at law.  Accordingly, in
     the event of any controversy concerning the rights or obligations
     under this Agreement, such rights or obligations shall be enforceable in a
     court of equity by a decree of specific performance.  Such remedy, however,
     shall be cumulative and non-exclusive and shall be in addition to any other
     remedy to which the parties may be entitled.

15.  Miscellaneous

     (A)  Subsequent Events.  Advisor and the Company each agree to notify the
          other party if, subsequent to the date of this Agreement, either party
          incurs obligations which could compromise its efforts and obligations
          under this Agreement.

     (B)  Amendment.  This Agreement may be amended or modified at any time and
          in any manner only by an instrument in writing executed by the parties
          hereto.

     (C)  Further Actions and Assurances.  At any time and from time to time,
          each party agrees, at its or their expense, to take actions and to
          execute and deliver documents as may be reasonably necessary to
          effectuate the purposes of this Agreement.

     (D)  Waiver.  Any failure of any party to this Agreement to comply with any
          of its obligations, agreements, or conditions hereunder may be waived
          in writing by the party to whom such compliance is owed.  The failure
          of any party to this Agreement to enforce at any time any
          of the provisions of this Agreement shall in no way be construed to be
          a waiver of any such provision or a waiver of the right of such party
          thereafter to enforce each and every such provision.  No waiver of any
          breach of or non-compliance with this Agreement shall be held to be a
          waiver of any other or subsequent breach or non-compliance.

     (E)  Assignment.  Neither this Agreement nor any right created by it shall
          be assignable by either party without the prior written consent of the
          other.


<PAGE>

     (F)  Notices.  Any notice or other communication required or permitted by
          this Agreement must be in writing and shall be deemed to be properly
          given when delivered in person to an officer of the other party, when
          deposited in the United States mails for transmittal by certified or
          registered mail, postage prepaid, or when deposited with a public
          telegraph company for transmittal, or when sent by facsimile
          transmission charges prepared, provided that the communication is
          addressed:

          (i)  In the case of the Company:

               NuOasis Las Vegas Inc.
               4695 MacArthur Court, Suite 530
               Newport Beach, California  92660
               Telephone:    (949) 833-5381
               Facsimile:    (949) 833-7854

          (ii) In the case of Advisor:

               NuVen Advisors, Limited Partnership
               4001 So. Decatur, Suite 37-130
               Las Vegas, Nevada  89103
               Telephone:    (702) 871-9080
               Telefax:      (702) 871-5945

               With copy to:

               Richard O. Weed
               Weed & Co. L.P.
               4695 MacArthur Court, Suite #530
               Newport Beach, CA 92660
               Telephone:    (949) 475-9086
               Telefax:      (949) 475-9087

     or to such other person or address designated in writing by the Company or
     Advisor to receive notice.

     (G)  Headings.  The section and subsection headings in this Agreement are
          inserted for convenience only and shall not affect in any way the
          meaning or interpretation of this Agreement.

     (H)  Governing Law.  This Agreement was negotiated and is being contracted
          for in the state of Nevada and shall be governed by the laws of the
          state of Nevada, notwithstanding any conflict-of-law provision to the
          contrary.

     (I)  Binding Effect.  This Agreement shall be binding upon the parties
          hereto and inure to the benefit of the parties, their respective
          heirs, administrators, executors, successors, and assigns.

     (J)  Entire Agreement.  This Agreement contains the entire agreement
          between the parties hereto and supersedes and renders null and void
          any and all prior agreements, arrange ments, or understandings between
          the parties relating to the subject matter of this Agreement including
          but not limited to the Advisory and Management Agreement dated
          October 1, 1997 and January 1, 1998.  No oral understandings,
          statements, promises, or inducements contrary to the terms of this
          Agreement exist.  No representations, warranties, covenants, or
          conditions, express or implied, other than as set forth herein, have
          been made by any party.

<PAGE>


     (K)  Severability.  If any part of this Agreement is deemed to be
          unenforceable the balance of the Agreement shall remain in full force
          and effect.

     (L)  Counterparts.  A facsimile, telecopy, or other reproduction of this
          Agreement may be executed simultaneously in two or more counterparts,
          each of which shall be deemed an original, but all of which together
          shall constitute one and the same instrument, by one or more parties
          hereto and such executed copy may be delivered by facsimile of similar
          instantaneous electronic transmission device pursuant to which the
          signature of or on behalf of such party can be seen.  In this event,
          such execution and delivery shall be considered valid, binding and
          effective for all purposes.  At the request of any party hereto,
          all parties agree to execute an original of this Agreement as well as
          any facsimile, telecopy or other reproduction hereof.

     (M)  Time is of the Essence.  Time is of the essence of this Agreement and
          of each and every provision hereof.

     IN WITNESS WHEREOF, the parties have executed this Agreement on the date
     above written.

                                 "Advisor"
                                 NuVen Advisors, Limited Partnership
                                 a Nevada Limited Partnership



                                 By:     /s/  Fred G. Luke
                                 Name:        Fred G. Luke
                                 Title:       General Partner

                                 The "Company"
                                 NuOasis Las Vegas Inc.
                                 a Nevada corporation



                                 By:     /s/  Jon L. Lawver
                                 Name:        Jon L. Lawver
                                 Title:       Director

<PAGE>

                                  EXHIBIT "A"

                                     to the
                               Advisory Agreement
                               dated July 1, 1999


                                   THE OPTION

<PAGE>

                                OPTION AGREEMENT



     THIS OPTION AGREEMENT ("Agreement") is entered into effective the 1st day
of July 1999, by and between Fred G. Luke, individually and on behalf of NuVen
Advisor Limited Partnership, a Nevada Limited Partnership (collectively
"NuVen"), and NuOasis Las Vegas, a Nevada corporation (the "Company").

     WHEREAS, the Company has agreed to issue to NuVen the option to purchase
shares of the Company's common stock (the "Common Stock") to induce NuVen to
execute the Advisory Agreement of even date between the Company and NuVen, such
agreement incorporated herein by reference (the "Advisory Agreement").

     NOW, THEREFORE, for and in consideration of the mutual promises herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, and subject to the terms and conditions set forth
below, NuVen and the Company agree as follows:

1.   The Option

     The Company hereby grants to NuVen the option to acquire Five Hundred
     Thousand (500,000) shares of the Company's Common Stock (the "Option"),
     subject to adjustment as set forth herein (such shares, as adjusted, are
     hereinafter referred to as the "Option Shares"), at a purchase price of
     Fifty Cents ($.50) per share ("Option Price").

2.   Term and Exercise of Option

     A.   Term of Option.  Subject to the terms of this Agreement, Holder shall
          have the right to exercise the Option in whole or in part, commencing
          the date hereof through the close of business on July 1, 2004.

     B.   Exercise of the Option.  The Option may be exercised upon written
          notice to the Company at its principal office setting out the number
          of Option Shares to be purchased, together with payment
          of the Option Price

     C.   Issuance of Option Shares.  Upon such notice of exercise and payment
          of the Option Price, the Company shall issue and cause to be delivered
          within five (5) business days following  the written order of Holder,
          or its successor as provided for herein, and in such name or names as
          the Holder may designate, a certificate or certificates for the number
          of Option Shares so purchased.  The rights of purchase represented by
          the Option shall be exercisable, at the election of the Holder
          thereof, either in full or from time to time in part, and in the event
          the Option is exercised in respect of less than all of the Option
          Shares purchasable on such exercise at any time prior to the date of
          expiration hereof, the remaining Option Shares shall continue to be
          subject to adjustment as set forth in paragraph 4 hereof.  The Company
          irrevocably agrees to reconstitute the Option Shares as provided
          herein.

<PAGE>

3.   Reservation of Option Shares

     The Company shall at all times keep reserved and available, out of its
     authorized Common Stock, such number of shares of Common Stock sufficient
     to provide for the exercise of the Option represented by this Agreement.
     The transfer agent for the Company's Common Stock and any successor
     transfer agent for any shares of the Company's capital stock issuable upon
     the exercise of any of such Option rights, will be irrevocably authorized
     and directed at all times by the Company in writing to reserve such number
     of shares.  The Company will cause a copy of this Agreement to be
     kept on file with the Company's current transfer agent or its successors.

4.   Adjustment of Option Shares

     The number of Option Shares purchasable pursuant to this Agreement shall be
     subject to adjustment from time to time upon the occurrence of certain
     events, as follows:

     A.   Adjustment for Recapitalization. In the event the Company shall
          (a) subdivide its outstanding shares of Common Stock, or (b) issue or
          convert by a reclassification or recapitalization of its shares of
          Common Stock into, for, or with other securities (a
          "Recapitalization"), the number of Option Shares purchasable hereunder
          immediately following such Recapitalization shall be adjusted so that
          the Holder shall be entitled to receive the kind and number of
          Option Shares or other securities of the Company measured as a
          percentage of the total issued and outstanding shares of the Company's
          Common Stock as of the date hereof, which it would have been entitled
          to receive immediately preceding such Recapitalization, had such
          Option been exercised immediately prior to the happening of such event
          or any record date with respect thereto; provided however that, in the
          event of any change in the Company's Common Stock by reason
          of a reverse stock split, neither the number nor the Option Price of
          the shares subject to this Option shall be changed or be adjusted.

     B.   Preservation of Purchase Rights Under Consolidation.  Subject to
          paragraph 4 above, in case of any Recapitalization or any other
          consolidation of the Company with or merger of the Company
          into another corporation, or in case of any sale or conveyance to
          another corporation of the property of the Company as an entirety or
          substantially as an entirety, the Company shall prior to the closing
          of such transaction, cause such successor or purchasing corporation,
          as the case may be, to acknowledge and accept responsibility for the
          Company's obligations hereunder and to grant the Holder the right
          thereafter upon payment of the Option Price to purchase the kind
          and amount of shares and other securities and property which he would
          have owned or have been entitled to receive after the happening of
          such consolidation, merger, sale or conveyance. The provisions of this
          paragraph shall similarly apply to successive consolidations, mergers,
          sales or conveyances.

     C.   Notice of Adjustment.  Whenever the number of Option Shares
          purchasable hereunder is adjusted, as herein provided, the Company
          shall mail by first class mail, postage prepaid, to the
          Holder notice of such adjustment or adjustments, and shall deliver to
          Holder setting forth the adjusted number of Option Shares purchasable
          and a brief statement of the facts requiring such adjustment,
          including the computation by which such adjustment was made.

5.   Failure to Deliver Option Shares Constitutes Breach Under Advisory
     Agreement

     Failure by the Company, for any reason, to deliver the certificates
     representing any shares purchased pursuant to this Option within the five
     (5) business day period set forth in paragraph 2 above, or the placement of
     a Stop Transfer order by the Company on any Option Shares once issued,
     shall constitute a "Breach" under the Advisory Agreement and, for the
     purpose of determining the terms of this Agreement, shall automatically
     toll the expiration of this Agreement for a period of time equal to the
     delay in delivering the subject shares or term of the Stop Transfer order.

<PAGE>

6.   Indemnification for Section 16 (b) Violation

     The Company agrees to indemnify NuVen for expenses and the payment of
     profits arising from the exercise of the Option and sale by NuVen of Option
     Shares in violation of Section 16(b) of the Securities Exchange Act of
     1934, as amended, or any similar successor statute.

7.   Assignment

     The Option represented by this Agreement may only be assigned or
     transferred by NuVen to an Affiliate or subsidiary, or as the result of a
     corporate reorganization or recapitalization. For the purpose of this
     Option the term "Affiliate" shall be defined as a person or enterprise that
     directly, or indirectly through one or more intermediaries, controls, or is
     controlled by, or is under common control with the Company otherwise, this
     Agreement and the rights hereunder shall not be assigned by either party
     hereto.

8.   Counterparts

     A facsimile, telecopy or other reproduction of this instrument may be
     executed by one or more parties hereto and such executed copy may be
     delivered by facsimile or similar instantaneous electronic transmission
     device pursuant to which the signature of or on behalf of such party can be
     seen, and such execution and delivery shall be considered valid, binding
     and effective for all purposes. At the request of any party hereto, all
     parties agree to execute an original of this instrument as well as any
     facsimile, telecopy or other reproduction hereof.

9.   Further Documentation

     Each party hereto agrees to execute such additional instruments and take
     such action as may be reasonably requested by the other party to affect the
     transaction, or otherwise to carry out the intent and purposes of this
     Agreement.

10.  Notices

     All notices and other communications hereunder shall be in writing and
     shall be sent by prepaid first class mail to the parties at the following
     addresses, as amended by the parties with written notice to the other:


     To NuVen:                Fred G. Luke
                              NuVen Advisor Limited Partnership
                              4695 MacArthur Court, Suite #530
                              Newport Beach, CA 92660
                              Telephone:        (949) 833-2094
                              Telefax:          (949) 833-7854

     With copy to:            Weed & Co. L.P.
                              4695 MacArthur Court, Suite 530
                              Newport Beach, California  92660
                              Telephone:        (949) 475-9086
                              Facsimile:        (949) 475-9087

     To the Company:          NuOasis Las Vegas
                              4695 MacArthur Court, Suite 530
                              Newport Beach, California 92660
                              Telephone:        (949) 833-5358
                              Facsimile:        (949) 833-7854
<PAGE>

11.  Counterparts

     This Agreement may be executed simultaneously in two or more counterparts,
     each of which shall be deemed an original, but all of which together shall
     constitute one and the same instrument.

12.  Governing Law

     This Agreement was negotiated, and shall be governed by the laws of Nevada
     notwithstanding any conflict-of-law provision to the contrary.

13.  Entire Agreement

     This Agreement sets forth the entire understanding between the parties
     hereto and no other prior written or oral statement or agreement shall be
     recognized or enforced.

14.  Severability

     If a court of competent jurisdiction determines that any clause or
     provision of this Agreement is invalid, illegal or unenforceable, the other
     clauses and provisions of the Agreement shall remain in full force and
     effect and the clauses and provision which are determined to be void,
     illegal or unenforceable shall be limited so that they shall remain in
     effect to the extent permissible by law.

15.  Amendment or Waiver

     Every right and remedy provided herein shall be cumulative with every other
     right and remedy, whether conferred herein, at law, or in equity, and may
     be enforced concurrently herewith, and no waiver by any party of the
     performance of any obligation by the other shall be construed as a waiver
     of the same or any other default then, theretofore, or thereafter occurring
     or existing. At any time prior to Closing, this Agreement may be amended by
     a writing signed by all parties hereto.

16.  Headings

     The section and subsection headings in this Agreement are inserted for
     convenience only and shall not affect in any way the meaning or
     interpretation of this Agreement.

<PAGE>

     IN WITNESS WHEREOF, the parties have executed this Agreement the day and
year first written above.


                              "NuVen"
                               Fred G. Luke, dba
                               NuVen Advisor Limited Partnership




                               By:   /s/  Fred G. Luke
                               Name:    Fred G. Luke
                               Title:   General Partner



                               The "Company"
                               NuOasis Las Vegas, Inc.
                               a Nevada corporation




                               By:   /s/  Jon L. Lawver
                               Name:    Jon L. Lawver
                               Title:   Director