EXHIBIT 10.165

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (the  "Agreement"),  is entered into this
4th day of May, 1997, by and between NuOASIS GAMING INC., a Delaware corporation
("NGI"),  and NONA MORELLI'S II, INC., a Colorado corporation  ("NONA"),  on the
basis of the following recitals:

         WHEREAS, Casino Management of America, Inc., a Utah corporation ("CMA")
is a wholly owned subsidiary of NGI.

         WHEREAS,  NGI desires to sell,  assign and  transfer to NONA all of the
outstanding shares of stock of CMA ("CMA Shares") consisting of 7,500,000 shares
of common stock, and NONA desires to purchase the CMA Shares for One Million Two
Hundred Thirty Five Thousand Dollars  ($1,235,000) upon and subject to the terms
and conditions of this 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, NGI and CMA agree as follows:

         SALE OF CMA SHARES.

         Upon and subject to all the terms and conditions of this Agreement,  at
the Closing NGI shall assign and  transfer  the CMA Shares to NONA,  and as full
consideration  therefor  NONA shall pay NGI One Million Two Hundred  Thirty Five
Thousand Dollars ($1,235,000).

         EFFECTIVE DATE AND CLOSING; DELIVERY OF CMA SHARES.

         DATE AND PLACE.  The closing of this  Agreement and transfer of the CMA
Shares  (the  "Closing")  shall  occur  at the  offices  of  Skjerven,  Morrill,
MacPherson,  Franklin and Friel LLP as escrow agent, at such time or date as the
parties  hereafter  may  mutually  agree.  The time and date of the  Closing are
herein called the "Closing Date".

         PAYMENT.  At the Closing,  NONA shall deliver to NGI through escrow the
sum of  $1,140,000  in  certified  funds and a credit  of  $95,000  against  the
payments due on the intercompany account between NONA and NGI.

         DELIVERY  OF CMA SHARES.  NGI shall  deliver to NONA  through  escrow a
stock certificate or certificates registered in the name of NONA the CMA Shares,
and NONA shall deliver to CMA and NGI written  confirmation,  in form reasonably
satisfactory  to CMA and NGI,  of its  investment  intent  with  regard  to such
shares,  and  such  other  or  further  documentation  as CMA or  NGI  then  may
reasonably  require in order to comply  with  then-applicable  federal and state
securities laws or applicable stock exchange requirements.  The number, type and
kind of the CMA Shares  delivered  to NONA,  in each case,  shall be adjusted to
reflect   all   stock   splits,   stock   dividends,   reverse   stock   splits,
reclassifications,  mergers and similar capital changes that shall have occurred
in the outstanding common stock of CMA prior to the Closing; provided,  however,
that neither the foregoing provision, nor any other provision of this Agreement,
shall be  construed  to confer on NONA any of the rights,  powers or benefits of
ownership of shares of CMA (including without limitation cash dividends,  voting
rights,  or stock purchase  rights) as to any CMA Shares that shall not actually
have been issued and delivered to NONA pursuant to this Section 2C.

<PAGE>

         DELIVERY OF OTHER  DOCUMENTS.  At the Closing,  each party hereto shall
deliver to the other party  through  escrow  such other and  further  documents,
instruments  and  information  as are herein  required  to be  delivered  at the
Closing  by such  party or as are  customarily  delivered  at the  closing  of a
transaction of the type provided for in this Agreement.

         FURTHER  DOCUMENTS.  From  time to time  after  the  Closing,  upon the
reasonable  request of either party, the other party will deliver such other and
further  instruments and documents as may be necessary to more fully vest in the
requesting party the  consideration  provided for in this Agreement or to enable
the  requesting  party to obtain the rights and  benefits  contemplated  by this
Agreement.

A.       REPRESENTATIONS AND WARRANTIES OF NGI.

         NGI hereby covenants with and represents and warrants to NONA that:

          1.   THE CMA SHARES.  The CMA Shares are and will be as of the Closing
               Date, owned, of record and beneficially,  by NONA, free and clear
               of all liens, claims and encumbrances,  and NGI has all necessary
               right and power to enter into and perform this  Agreement  and to
               assign and sell the CMA Shares to NONA as  provided  herein.  Any
               necessary  shareholder  approval  of NGI's  shareholders  will be
               obtained prior to Closing.

          2.   AUTHORITY.  NGI has the full  corporate  power and  authority  to
               enter  into  this  Agreement  and to carry  out the  transactions
               contemplated  by this  Agreement.  The Board of  Directors of NGI
               have duly authorized the execution,  delivery, and performance of
               this Agreement.  Upon execution,  this Agreement  constitutes the
               valid, binding and enforceable obligation of NGI.

          3.   STATUS OF CMA. CMA is duly organized,  validly  existing,  and in
               good standing under the laws of Utah.

          4.   NO CONFLICT WITH OTHER  INSTRUMENT.  Except as disclosed  herein,
               the  execution of this  Agreement  will not violate or breach any
               document, instrument, agreement, contract, or commitment to which
               NGI or CMA is a party or by which it or CMA is bound.

          5.   FULL DISCLOSURE.  The information concerning CMA set forth herein
               and in the CMA  Financials,  as defined  below,  is complete  and
               accurate in all material respects and does not contain any untrue
               statement  of a material  fact or omit to state a  material  fact
               require   to  make  the   statements   made,   in  light  of  the
               circumstances under which they were made, not misleading.

          6.   FINANCIAL STATEMENTS. Financial statements of CMA for the quarter
               ending  March 31, 1997 ("CMA  Financials"),  have been or will be
               delivered  to  NONA  prior  to the  Closing  Date.  To  the  best
               knowledge  of NGI,  except  as set  forth in the CMA  Financials,
               there  are  no  liabilities,  either  fixed  or  contingent,  not
               reflected in such  financial  statements  other than contracts or
               obligations  in the ordinary and usual course of business,  which
               would constitute liens or other liabilities  which, if disclosed,
               would  alter  substantially  the  financial  condition  of CMA as
               reflected  in such  financial  statements.  Since March 31, 1997,
               there have been no material changes in CMA's financial condition.

<PAGE>

          7.   CAPITALIZATION  OF CMA. The  capitalization  of CMA is, as of the
               date hereof,  comprised of 25,000,000 shares of authorized common
               stock,  $.01 par value, of which  approximately  7,500,000 shares
               are issued and outstanding.

          8.   COMPLIANCE WITH LAWS. Rules and  Regulations.  NGI represents and
               warrants that it is in  compliance  with all  applicable  federal
               laws, rules and regulations; and all applicable state laws, rules
               and  regulations  relating to its  ownership of CMA except to the
               extent that  non-compliance  would not  materially  and adversely
               affect the business, operations, properties, assets, or condition
               of  NGI  and  its  subsidiaries  or  except  to the  extent  that
               non-compliance  would not result in the incurring of any material
               liability for NGI.

          9.   CONDUCT OF BUSINESS. Since March 31, 1997, except as disclosed on
               Exhibit "B", CMA has not (1)  discharged  or satisfied  any liens
               other than those  securing,  or paid any  obligation or liability
               other than current  liabilities  shown on the CMA  Financials and
               current   liabilities   incurred   since  the  date  of  the  CMA
               Financials,  in each  case in the  usual or  ordinary  course  of
               business,  (ii)  mortgaged,  pledged or  subjected to lien any of
               their  tangible or intangible  assets (other than purchase  money
               liens incurred in the ordinary course of business for such assets
               not yet paid for), (iii) sold, transferred or leased any of their
               assets except in the usual and ordinary course of business,  (iv)
               canceled or compromised  any material debt or claim, or waived or
               released any right of material  value,  (v) suffered any physical
               damage, destruction or loss (whether or not covered by insurance)
               materially  adversely  affecting  its  properties,   business  or
               prospects,  (vi) entered into any  transaction  other than in the
               usual and ordinary course of business,  except as contemplated by
               this Agreement, (vii) encountered any labor difficulties or labor
               union organizing activities, (viii) made or agreed to any wage or
               salary  increase or entered into any employment  agreement,  (ix)
               issued or sold any securities or granted any options with respect
               thereto,   except  as  disclosed   pursuant  to  this  Agreement,
               (x)amended its Articles of Incorporation,  (xi) agreed to declare
               or pay  any  distributions  with  respect  to  their  outstanding
               capital stock, or (xii) suffered or experienced any change in, or
               condition  affecting,  the condition  (financial or otherwise) of
               their properties,  assets, liabilities,  business,  operations or
               prospects,  other  than  changes,  events  or  conditions  in the
               ordinary course of their business none of which has (individually
               or in the aggregate) been materially adverse, except as disclosed
               ill the CMA Financials.

          10.  LITIGATION.  To the best  knowledge and belief of CMA,  except as
               disclosed in the CMA  Financials  or in NGI's Form 10-KSB for the
               year  ended  June  30,  1996,   there  is  neither   pending  nor
               threatened,  any  action,  suit or  arbitration  to  which  CMA's
               property, assets or business is or is likely to be subject and in
               which an unfavorable outcome, ruling or finding will or is likely
               to have a material adverse effect on the condition,  financial or
               otherwise, or properties,  assets, business or operations of CMA,
               or create any  material  liability on the part of CMA or conflict
               with  this  Agreement  or any  action  taken  or to be  taken  in
               connection herewith.

          11.  CONTRACTS.  Except as disclosed in the CMA Disclosure  Documents,
               there  are  no  contracts,   actual  or  contingent  obligations,
               agreements,  franchises, license agreements, or other commitments
               to which  CMA is a party or by which it or any of its  properties
               or assets are bound which are material to the business, financial
               condition,  or its  results of  operation.  For  purposes  of the
               preceding sentence,  the term "material" refers to any obligation
               or liability which by their terms calls for aggregate payments of
               more than $10,000.

<PAGE>

          12.  MATERIAL  CONTRACT  BREACHES,  DEFAULTS.  To the  best  of  their
               knowledge and belief, CMA has not materially  breached,  nor have
               they any  knowledge  of any pending or  threatened  claims or any
               legal basis for a claim that CMA has materially breached,  any of
               the  terms  or  conditions  of  any  agreements,   contracts,  or
               commitments  to which  they are a party or is bound and which are
               material  to the  business,  financial  condition,  or results of
               operations  of CMA,  taken  as a  whole.  To the  best  of  their
               knowledge  and  belief,  CMA is not in  default  in any  material
               respect under the terms of any outstanding  contract,  agreement,
               lease,  or other  commitment  which is material to the  business,
               operations, properties, assets, or condition of CMA, and there is
               no event of default or other event which, with notice or lapse of
               time or both,  would constitute a default in any material respect
               under any such contract, agreement, lease, or other commitment in
               respect of which CMA has not taken adequate steps to prevent such
               a default from occurring.

          13.  INVESTMENTS.  CMA has  provided,  or will provide to the Company,
               prior to Closing, a complete and accurate  description of the CMA
               assets, including but not limited to a list of all investments of
               CMA, which  accurately sets forth the nature of CMA's interest or
               ownership   in  each   investment   and,   if   applicable,   the
               jurisdictions  in which  the  respective  investments  have  been
               incorporated, organized, and currently doing business. Except for
               the entities identified on the list to be provided to NONA, there
               is no  corporation,  limited  partnership,  limited  partnership,
               joint   venture,   association,   trust,   or  other   entity  or
               organization  which CMA  directly  or  indirectly  controls or in
               which CMA directly or indirectly  owns any equity interest or any
               other interest.

          14.  CORPORATE  RECORDS.  Copies of all  corporate  books and records,
               including  but not  limited to stock  transfer  ledgers,  and any
               other  documents  and  records  of CMA  will be  provided  to the
               Company at Closing.  All such records and documents are complete,
               true, and correct.

          15.  BROKERS.  NGI has not agreed to pay any brokerage fees,  finder's
               fees,  or  other  fees  or   commissions   with  respect  to  the
               transactions  contemplated  in  tiffs  Agreement.  To the best of
               NGI's knowledge,  no person or entity is entitled,  or intends to
               claim  that  they are  entitled,  to  receive  any  such  fees or
               commissions  in connection  with such  transactions.  NGI further
               agrees to indemnify and hold  harmless NONA against  liability to
               any broker claiming to act on behalf of NGI.

          16.  DATE   OF   REPRESENTATIONS   AND   WARRANTIES.   Each   of   the
               representations  and warranties of NONA and NGI set forth in this
               Agreement  are true and  correct at and as of the  Closing  Date,
               with the same  force and  effect as though  made at and as of the
               Closing Date,  except for changes  permitted or  contemplated  by
               this Agreement.

B.       REPRESENTATIONS AND WARRANTIES OF NONA.

          1.   NONA hereby represents and warrants that, effective this date and
               the Closing Date, the representations and warranties listed below
               are true and correct.

<PAGE>

          2.   ORGANIZATION   AND   AUTHORITY.   NONA  is  a  corporation   duly
               incorporated,  validly  existing and in good  standing  under the
               laws of the  State of  Colorado  with  the  corporate  power  and
               authority to carry on its business as now being  conducted.  NONA
               has the full  corporate  power and  authority  to enter into this
               Agreement and to carry out the transactions  contemplated by this
               Agreement.  The Board of Directors  of NONA have duly  authorized
               the execution,  delivery, and performance of this Agreement. Upon
               execution  this  Agreement  constitutes  the valid,  binding  and
               enforceable obligation of NONA.

          3.   QUALIFICATION.  As of the  Closing  Date,  NONA  will  be in good
               standing in the State of Colorado,  and will be duly qualified to
               do business in each state and  jurisdiction  where the failure to
               qualify would have a material adverse effect on its business.

          4.   NO CONFLICT.  The execution of this Agreement will not violate or
               breach  any  document,   instrument,   agreement,   contract,  or
               commitment material to the business of NONA or to which NONA is a
               party,  and has  been  duly  authorized  by all  appropriate  and
               necessary action.

          5.   FULL  DISCLOSURE.  The  information  concerning NONA set forth in
               this Agreement is complete and accurate in all material  respects
               and does not contain any untrue  statement of a material  fact or
               omit to state a material  fact  required  to make the  statements
               made, in light of the  circumstances  under which they were made,
               not misleading.

          6.   ABILITY TO CARRY OUT AGREEMENT.  To the best of NONA's  knowledge
               and belief,  the execution and performance of this Agreement will
               not  violate,  or result in a breach of, or  constitute a default
               in, any provisions of applicable law, any agreement,  instrument,
               judgment,  order or decree  to which  NONA is a party or to which
               NONA is subject  so as to give rise to a claim by anyone  against
               NONA.  Other than such violations,  breaches,  or defaults which,
               individually  or in the  aggregate,  will  not  have  a  material
               adverse  effect  on  the   enforceability  or  validity  of  this
               Agreement  or  on  the  transactions   contemplated   under  this
               Agreement.  No  consents  of any  persons  under any  contract or
               agreement  required to be disclosed or disclosed pursuant to this
               Agreement  are  required  for  the   execution,   delivery,   and
               performance by NONA of this Agreement.

          7.   SECURITIES LAWS. NONA is a public company and is required to file
               periodic  reports  under  Section  12(g)  of the  '34  Act.  NONA
               represents that all reports  required to be filed pursuant to the
               '34 Act and any  applicable  U.S. state "Blue Sky" laws have been
               filed.

          8.   BROKERS.  NONA has not agreed to pay any brokerage fees, finder's
               fees,  or  other  fees  or   commissions   with  respect  to  the
               transactions contemplated in this Agreement which could give rise
               to a claim against the CMA Shares or any portion thereof.  To the
               best of NONA's  knowledge,  no person or entity is  entitled,  or
               intends to claim that it is entitled, to receive any such fees or
               commissions in connection  with such  transactions.  NONA further
               agrees to indemnify  and hold  harmless NGI against  liability to
               any broker claiming to act on behalf of NONA.

<PAGE>

          9.   APPROVALS.  Except as otherwise  provided in this  Agreement,  to
               NONA's best knowledge and belief no  authorization,  consent,  or
               approval of, or  registration  or filing with,  any  governmental
               authority  or any other person is required to be obtained or made
               by  NONA  in  connection   with  the  execution,   delivery,   or
               performance of this Agreement,  except for the filing of Form 8-K
               following the Closing.

          10.  DATE   OF   REPRESENTATIONS   AND   WARRANTIES.   Each   of   the
               representations   and  warranties  of  NONA  set  forth  in  this
               Agreement is true and correct at and as of the Closing Date, with
               the same force and effect as though made at and as of the Closing
               Date,  except  for  changes  permitted  or  contemplated  by this
               Agreement.

C.       DAMAGES AND LIMIT OF LIABILITY OF NGI.

         1.       NGI  shall be liable  to NONA for any  material  breach of the
                  representations,  warranties,  and covenants  contained herein
                  which  results in a failure to perform any  obligations  under
                  this  Agreement,  but  only  to the  extent  of  the  expenses
                  actually  incurred by NONA in  connection  with such breach or
                  failure to perform Agreement.

D.       TERMINATION.

         This Agreement may be terminated at any time prior to the Closing Date:

         BY NONA OR NGI:

         1.       If  there  shall  be  any  actual  or  threatened   action  or
                  proceeding  by or before  any court or any other  governmental
                  body which shall seek to restrain, prohibit, or invalidate the
                  transactions  contemplated by this Agreement and which, in the
                  judgment  of such  Board of  Directors  made in good faith and
                  based upon the advice of legal  counsel,  makes it inadvisable
                  to  proceed  with  the   transactions   contemplated  by  this
                  Agreement; or

         2.       If the Closing shall not have  occurred  prior to May 15, 1997
                  or such  later  date as shall  have been  approved  by parties
                  hereto, other than for reasons set forth herein.

         BY NONA.

          1.   If NGI shall fail to comply in any  material  respect with any of
               its covenants or agreements  contained in this  Agreement,  or if
               any of the  representations or warranties of NGI contained herein
               shall be inaccurate in any material respect.

          2.   BY NGI. If NONA shall fail to comply in any material respect with
               any of its covenants or agreements  contained in this  Agreement,
               or if any of the  representations or warranties of NONA contained
               herein shall be inaccurate in any material respect.

         EFFECT  OF  TERMINATION.  In the event  this  Agreement  is  terminated
         pursuant to this Section 6, this Agreement shall be of no further force
         or effect, and no obligation, right, or liability shall arise hereunder
         and  each  party  shall  bear  its own  costs  in  connection  with the
         negotiation,  preparation,  and execution of this Agreement and any due
         diligence conducted pursuant to this Agreement.

<PAGE>

D.       PRIVATE TRANSACTION.

         NONA understands that the CMA Shares have not been registered under the
         Act and the transfer of such shares  hereunder  is made  pursuant to an
         exemption from  registration  pursuant to Regulation D and Section 4(2)
         of the Act, and NGI's  reliance on such  exemption is predicted in part
         on the  representations  set forth herein and in the Investment  Letter
         attached hereto as Exhibit "C" ("Investment Letter").

E.       ACCESS TO INFORMATION.

         NONA and NGI  represent  that, by virtue of their  respective  economic
         bargaining  power or  otherwise,  they  have had  access to or has been
         furnished with, prior to or concurrently with the execution hereof, the
         same kind of  information  that would be  available  in a  registration
         statement under the Act should  registration of the CMA Shares had been
         necessary,  and that they have had the  opportunity to ask questions of
         and receive  answers from the other party, or any party acting on their
         behalf,  concerning  the  business  of CMA and that  they  have bad the
         opportunity  to obtain any additional  information,  to the extent that
         CMA and NGI  possesses  such  information  or can  acquire  it  without
         unreasonable  expense or effort,  necessary  to verify the  accuracy of
         information obtained or furnished by CMA or NGI.

G.       INDEMNIFICATION BY NGI.

         As provided herein,  NGI shall indemnify and hold harmless NONA for two
         (2) years  following the date of Closing under this  Agreement  against
         and in respect of any liability,  damage,  or deficiency,  all actions,
         suits, proceedings, demands, assessments, judgments, costs and expenses
         resulting from any misrepresentations,  breach of covenant or warranty,
         or from any misrepresentation contained in any certificate furnished by
         NGI to NONA hereunder.

H.       INDEMNIFICATION BY NONA.

         As provided herein,  NONA shall indemnify and hold harmless NGI for two
         (2) years  following the date of Closing under this  Agreement  against
         and in respect of any liability,  damage,  or deficiency,  all actions,
         suits, proceedings, demands, assessments, judgments, costs and expenses
         resulting from any misrepresentations,  breach of covenant or warranty,
         or from any misrepresentation contained in any certificate furnished by
         NONA to NGI hereunder.

I.       ADDITIONAL COVENANTS.

         Between  the date hereof and the  Closing  Date,  except with the prior
         written consent of NONA, NGI shall cause CMA to:

          1.   CONDUCT BUSINESS AS USUAL: CMA shall conduct its business only in
               the usual and ordinary  course and the character of such business
               shall not be changed nor any  different  business  be  undertaken
               without the written consent of NONA.

          2.   NGI TO MAINTAIN  CURRENT  CAPITAL  STRUCTURE:  No change shall be
               made in the authorized or issued capital stock of CMA without the
               written consent of NONA.

<PAGE>

          3.   AVOID SPECIAL SETTLEMENTS: CMA shall not discharge or satisfy any
               lien or  encumbrance  or  obligation  or  liability,  other  than
               current liabilities shown on the financial  statements  contained
               in the CMA Disclosure Documents, and current liabilities incurred
               since that date in the ordinary course of business.

          4.   AVOID   DISTRIBUTIONS:   CMA  shall  not  make  any   payment  or
               distribution  to its  stockholders or purchase for cash or redeem
               any of its shares of capital stock.

          5.   AVOID   ENCUMBRANCE  OR  CANCELLATION  OF  DEBT:  CMA  shall  not
               mortgage,  pledge,  or subject to lien or encumbrance  any of its
               assets,  tangible or  intangible  not in the  ordinary  course of
               business.  CMA shall not  cancel any debts or claims or waive any
               rights not in the ordinary course of business.

          6.   PROVIDE ADDITIONAL INFORMATION:  CMA and the officers of CMA will
               agree that after the Closing,  they will continue to furnish NONA
               with such additional  documentation and information regarding CMA
               as is reasonably requested.

J.       DOCUMENTS AT CLOSING.

         At the Closing the  following  transactions  shall  occur,  all of such
         shall transactions being deemed to occur simultaneously:

          1.   ACTION BY NGI.  NGI will  deliver,  or cause the  following to be
               delivered to NONA through escrow:

          2.   Stock  certificate(s)  for the CMA  Shares  to be  issued to NONA
               pursuant to this Agreement together with such good and sufficient
               stock powers, and other good and sufficient  instruments of sale,
               conveyance,  transfer,  and  assignment,  in form  and  substance
               satisfactory to NONA's counsel, as shall be required or as may be
               appropriate   in  order  to   effectively   vest  in  NONA  good,
               indefeasible,  and  marketable  title to the CMA shares  free and
               clear of all liens and encumbrances of every nature;

          3.   A  certificate  executed  by  the  NGI  to the  effect  that  all
               representations  and warranties  made by NGI under this Agreement
               are true  and  correct  as of the  Closing,  the  same as  though
               originally given to NONA on said date;

          4.   A  certificate  dated at or about the date of the  Closing to the
               effect that CMA is in good standing under the laws of Utah;

          5.   Such other instruments,  documents, and certificates,  if any, as
               are required to be delivered  pursuant to the  provisions of this
               Agreement,  or  which  may be  reasonably  requested  by  NONA in
               furtherance of the intent of this Agreement.

         ACTION BY NONA.

         NONA will deliver or cause to be delivered to NGI through escrow:

          1.   A check in the sum of $1,140,000 made payable to NGI;

          2.   An  acknowledgment  that $95,000 of the intercompany debt owed to
               NONA by NGI has been paid.

<PAGE>

          3.   A certificate of NONA to the effect that all  representations and
               warranties of NONA made under this  Agreement  are  reaffirmed on
               the Closing Date, the same as though  originally  given to NGI on
               said date;

          4.   Such  other  instruments  and  documents  as are  required  to be
               delivered  pursuant  to the  provisions  of  this  Agreement,  or
               otherwise reasonably requested by NGI.

K.       MISCELLANEOUS.

         FURTHER  ASSURANCES.  At any  time and from  time to  time,  after  the
         effective date, each party will execute such additional instruments and
         take such action as may be  reasonably  requested by the other party to
         confirm or perfect  title to the CMA Shares  transferred  hereunder  or
         otherwise to carry out the intent and purposes of this Agreement.

          1.   WAIVER.  Any  failure  on the part of any party  hereto 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.

          2.   COSTS AND  EXPENSES.  Except as otherwise  provided  herein,  all
               fees,  costs and expenses  incurred by either  party  relating to
               this Agreement shall be paid by the party incurring the same.

          3.   NOTICES. All notices and other communications  hereunder shall be
               in writing and shall be deemed to have been given if delivered in
               person or sent by prepaid  first class  registered  or  certified
               mail,  return receipt  requested to the parties hereto,  or their
               designees, as follows:

                  To NGI:     NuOasis Gaming Inc.
                              Park Plaza, Suite 470
                              Irvine, California 92714
                              Telephone:    (714) 833-5382
                              Telefax:         (714) 833-7854

                  To NONA:    Nona Morelli's II, Inc.
                              Park Plaza, Suite 470
                              Irvine, California 92714
                              Telephone:    (714) 833-538 I
                              Telefax:         (714) 833-7854

L.   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.

     a.   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>

     b.   GOVERNING LAW. This  Agreement was negotiated and is being  contracted
          for in the State of  California,  and shall be governed by the laws of
          the State of California, notwithstanding any conflict-of-law provision
          to the contrary.

     c.   BINDING  EFFECT.  This  Agreement  shall be binding  upon the  parties
          hereto  and inure to the  benefit  of the  parties,  their  respective
          belts, administrators, executors, successors, and assigns.

     d.   ENTIRE AGREEMENT. This Agreement contains the entire agreement between
          the  parties  hereto  and  supersedes  any and all  prior  agreements,
          arrangements,  or  understandings  between the parties relating to the
          subject matter hereof. 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.

     e.   SEVERABILITY.   If  any  part  of  this  Agreement  is  deemed  to  be
          unenforceable  the balance of the Agreement shall remain in full force
          and effect.

     f.   FACSIMILE COUNTERPARTS. A facsimile, telecopy or other reproduction of
          this  Agreement may be executed 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,  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 Agreement as well as any facsimile, telecopy or other
          reproduction hereof.

     g.   TITLE 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 the day
and year first above written.

                                        "NONA"
                                        NONA MORELLI'S II, INC.

                                        By:       /S/       FRED G. LUKE
                                           ------------------------------------
                                                  Name:     Fred G. Luke
                                                  Title:    President

                                        "NGI"
                                         NuOASIS GAMING INC.

                                         By:      /S/      JOSEPH MONTEROSSO
                                            -----------------------------------
                                                  Name:    Joseph Monterosso
                                                  Title:   President