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 Laughlin 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.

4.       Compensation

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

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         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
         statement.  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.

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

<PAGE>

         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.

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:



<PAGE>

         (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 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.


<PAGE>

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.

         (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 Laughlin 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


<PAGE>

                    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, arrangements, 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.

         (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.



<PAGE>

              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 Laughlin 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 Laughlin, 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.

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.



<PAGE>

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.

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.



<PAGE>

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 Laughlin
                         4695 MacArthur Court, Suite 530
                         Newport Beach, California 92660
                         Telephone:        (949) 833-5358
                         Facsimile:        (949) 833-7854

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.



<PAGE>

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.

         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 Laughlin, Inc.
                                    a Nevada corporation




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