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 Properties, 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.


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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
     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.


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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,


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     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:

     (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,



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           (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.

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.


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          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 Properties, 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.



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    (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.

              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 Properties, Inc.
                                     a Nevada corporation



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


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                                   EXHIBIT "A"

                                     to the
                               Advisory Agreement
                               dated July 1, 1999


                                   THE OPTION


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                                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 Properties, Inc., 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.




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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.





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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.

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:




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         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. LP
                               4695 MacArthur Court, Suite 530
                               Newport Beach, California  92660
                               Telephone:     (949) 475-9086
                               Facsimile:     (949) 475-9087

         To the Company:       NuOasis Properties, Inc.
                               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.

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.




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<PAGE>

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 Properties, Inc.
                                   a Nevada corporation




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


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