EXHIBIT 10.143

            COLLATERAL SUBSTITUTION AGREEMENT DATED DECEMBER 29, 1995
                      BETWEEN THE REGISTRANT AND NG MAN SUN

                        COLLATERAL SUBSTITUTION AGREEMENT


     This Collateral  Substitution Agreement (the "Agreement") is made this 29th
day of  December  1995,  by and  between  Nona  Morelli's  II  Inc,  a  Colorado
corporation ("Nona") and Silver Faith Holdings Limited, a corporation  organized
under the laws of Hong Kong ("Silver Faith").

     WHEREAS,  on May 1, 1995,  Nona and Dragon  Sight  International  Amusement
(Macau)  Company  ("Dragon")  entered  into an  Asset  Purchase  Agreement  (the
"Purchase Agreement") pursuant to which Nona purchased from Dragon a Net Profits
Interest (as defined in the Purchase Agreement); and,

     WHEREAS,  a closing of the Asset  Purchase  Agreement  occurred  on May 23,
1995; and,

     WHEREAS,  the consideration  delivered to Dragon in the purchase of the Net
Profits  Interest  consisted  of, among other things,  a promissory  note in the
principal  amount of US$3,000,000  (the "Note") and a security  agreement of the
same date  ("Security  Agreement")  conveying  to Dragon a security  interest in
certain  securities  owned by Nona  consisting  of  250,000  shares  of Series B
Preferred  Stock of NuOasis  Gaming  Inc.  (the  "NuOasis  Shares" or  "Original
Collateral"); and,

     WHEREAS,  Silver Faith owns or has the right to acquire the Note,  Security
Agreement and Original Collateral; and,

     WHEREAS,  Nona and Silver  Faith have agreed to a  substitution  of certain
other assets of Nona for the NuOasis  Shares as collateral  for the Note and the
Security Agreement.

     NOW, THEREFORE,  in consideration of and in reliance on the mutual promises
and  representations and warranties  contained in this Agreement,  and for other
good and valuable consideration,  the receipt and sufficiency of which is hereby
acknowledged, Silver Faith and Nona agree as follows:

          1.        Pledge of Substitute Collateral

          In consideration for the release of the NuOasis Shares as the Original
Collateral,  as provided  for herein,  Nona hereby  pledges and grants to Silver
Faith a security  interest in (a) 10,000  shares of no par value common stock of
Fantastic   FoodsInternational   Inc.,  a  California  corporation   ("Fantastic
Shares"), (b) 6,000,000 New Class D Warrants to Purchase Common Stock of NuOasis
Gaming Inc., a Delaware  corporation  (the "NuOasis New Class D Warrants"),  and
(c) One Million (1,000,000) shares of capital stock of Cleopatra Palace Limited,
a  corporation  organized  under  the  laws  of  Ireland  ("Cleopatra  Shares").
Collectively,  the  Fantastic  Shares,  the NuOasis New Class D Warrants and the
Cleopatra Shares are referred to herein as the "New Collateral", and are valued,
for the purpose of this  Agreement,  at US$3,000,000 as allocated in Exhibit "A"
attached hereto.

          2.        Release of Original Collateral

          Inconsideration   for  Nona's  assignment  and  transfer  of  the  New
Collateral, Silver Faith hereby releases any and all claims which it may have to
the NuOasis Shares pursuant to the Note or Security Agreement, or otherwise, and
agrees to convey and deliver to Nona, to have and to hold forever, all of Silver
Faith's security interest in the NuOasis Shares,  and any claims of Silver Faith
related to the NuOasis Shares.  And, Silver Faith warrants that it has the power
and authority,  and does hereby agree to transfer same to Nona at Closing,  free
and clear of all liens and encumbrances.

                                                         [NM\AGR:SFHCOLAT.AGR]-4

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          3.        No Prior Encumbrances or Assignment

          Silver  Faith  represents  and  covenants  that it has  not  assigned,
pledged or otherwise in any manner  whatsoever  conveyed or  transferred  to any
third party the NuOasis  Shares,  or any security  interest  therein,  either by
instrument in writing or otherwise.

          4.        Transfer of New Collateral by Nona

          Nona agrees to transfer to Silver Faith, or its  designee(s),  the New
Collateral pursuant to the following terms and conditions:

                    A)        Assignment.  Nona will  deliver  certificates  and
                              other  appropriate   documents  evidencing  Nona's
                              title to the respective  securities comprising the
                              New Collateral,  together with properly signed and
                              guaranteed  stock  powers,  if  applicable.   Such
                              assignment shall be made on an assignment separate
                              from such certificates at Closing.

                    B)        Authority  to  Transfer.   Nona   represents   and
                              warrants  that it has full legal power,  right and
                              authority  to enter  into  this  Agreement  and to
                              convey the New  Collateral,  as  provided  herein,
                              free and  clear  of  encumbrances,  and that  duly
                              authorized  corporate action, if appropriate,  has
                              or will be  taken  by Nona  prior  to the  date of
                              Closing.

          5.        Effective Date and Closing

          It is mutually  understood  and agreed that this Agreement may require
the consent and  execution of third  parties,  and, as a result,  effecting  the
exchange of the Original Collateral for the New Collateral  ("Closing") may take
up to 60 days from the date hereof.  Notwithstanding the actual date of Closing,
the  effective  date of this  Agreement  shall be the date first  written  above
("Effective Date").

                                                         [NM\AGR:SFHCOLAT.AGR]-4

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          6.        No Detrimental Releases

          Silver  Faith and Nona  expressly  acknowledge  and agree that  before
executing  this  Agreement,  each party  hereto has been fully  informed  of the
terms,  contents,  conditions and effects of this  Agreement;  that in executing
this Agreement and  negotiating  the terms thereof,  each has had the benefit of
the  advise  of  attorneys  of  its  own  choosing;  and,  that  no  promise  or
representation  of any kind has been made to any party by another  party hereto,
or anyone acting for them, except as it expressly stated in this Agreement.

          7.        Miscellaneous

                    A.        Survival of  Representations  and Warranties.  All
                              representations, warranties, and covenants made by
                              any  party in this  Agreement  shall  survive  the
                              Closing  hereunder  and  the  consummation  of the
                              transactions  contemplated  hereby  for  three (3)
                              years from the Closing Date. Silver Faith and Nona
                              are executing  and carrying out the  provisions of
                              this Agreement in reliance on the representations,
                              warranties, and covenants and agreements contained
                              in  this   Agreement   orat  the  Closing  of  the
                              transactions  herein  provided for  including  any
                              investigation upon which it might have made or any
                              representations,  warranty, agreement, promise, or
                              information,  written  or oral,  made by the other
                              party  or  any   other   person   other   than  as
                              specifically set forth herein.

                    B.        Costs and  Expenses.  Each  party  shall  bear its
                              share of all costs and  expenses  incurred in this
                              proposed exchange and transfer.

                    C.        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 any property
                              transferred  hereunder  or  otherwise to carry out
                              the intent and 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.

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                    E.        Notices.  All  notices  and  other  communications
                              hereunder  shall either be in writing and shall be
                              deemed to have been given if  delivered in person,
                              sent  by  overnight  delivery  service  or sent by
                              facsimile transmission,  to the parties hereto, or
                              their   designees,    as   follows:

                              To Silver Faith:

                              Silver  Faith  Holdings  Limited  Room 3078,
                              Diamond  Square 3/F Shun Tak Centre
                              200 Connaught Road, Central, Hong Kong
                              Telephone:     011-852-2-559-8859
                              Facsimile:     011-852-2-540-5020


                              To Nona:

                              Nona Morelli's II Inc.
                              2 Park Plaza, Suite 470
                              Irvine, California 92714
                              Telephone:(714) 553-3232
                              Facsimile:(714) 833-7854

                    F.        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.

                    G.        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.

                    H.        Governing Law. Notwithstanding that this Agreement
                              was  negotiated  and is  being  contracted  for in
                              Macau  and any  conflict-of-law  provision  to the
                              contrary,  the Agreement  shall be governed by the
                              laws of the United States, State of California.

                    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   any   and   all   prior   agreements,
                              arrangements,   or   understandings   between  the
                              parties  relating  to the  subject  matter of this
                              Agreement.  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.        Amendment. This Agreement may be amended only by a
                              written  instrument  executed  by the  parties  or
                              their respective successors or assigns.

                    M.        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.

                    N.        Time is of the Essence.  Time is of the essence of
                              this  Agreement  and of each and  every  provision
                              hereof.

                                                         [NM\AGR:SFHCOLAT.AGR]-4

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

                                   "Nona"
                                   NONA MORELLI'S II INC.
                                   a Colorado corporation



                                      /s/    Fred G. Luke
                                   By:----------------------------------------
                                      Name:  Fred G. Luke
                                      Title: Chief Executive Officer

                                   SILVER FAITH HOLDINGS LIMITED
                                   a Hong Kong corporation



                                   By:-----------------------------------------
                                      Name:
                                      Title:

                                                         [NM\AGR:SFHCOLAT.AGR]-4

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                                   EXHIBIT "A"

                                     to the
                        Collateral Substitution Agreement
                             dated December 29, 1995



                                 NEW COLLATERAL



          -         Ten  Thousand  (10,000)  shares of common stock of Fantastic
                    Foods   International   Inc.,  a   California   corporation,
                    Certificate  No. 1,  issued  June 29,  1993 (the  "Fantastic
                    Shares") valued at US$1,250,000

          -         Six  Million  (6,000,000)  New Class D Warrants  to Purchase
                    Common Stock of NuOasis Gaming Inc., a Delaware corporation,
                    Certificate No. (the "NuOasis New Class D Warrants"), valued
                    at US$250,000.

          -         One Million (1,000,000) shares of capital stock of Cleopatra
                    Palace  Limited,  a corporation  organized under the laws of
                    Ireland,  Certificate No. (the "Cleopatra Shares") valued at
                    US$1,500,000.

                                                         [NM\AGR:SFHCOLAT.AGR]-4

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