EXHIBIT 10.139

                     OPTION AGREEMENT WITH JOSEPH MONTEROSSO
                               DATED JUNE 13, 1996

                                OPTION AGREEMENT


         THIS OPTION  AGREEMENT is entered into this 13th day of June,  1996,
by and between NONA MORELLI'S II, INC., a Colorado corporation ("NONA"), and JOE
MONTEROSSO, ("MONTEROSSO") on the basis of the following recitals.

         WHEREAS,  MONTEROSSO  wants to  acquire an option to  purchase  250,000
Series B Preferred Shares of NuOasis Gaming,  Inc., a Delaware  corporation (the
"Shares") from NONA; and

         WHEREAS,  NONA is willing to grant MONTEROSSO an option to purchase the
Shares subject to certain conditions precedent.

         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, NONA and MONTEROSSO agree as follows:

         It shall be a condition precedent to the exercise of the option created
by this Agreement that:

         [1]. NuOasis Gaming,  Inc., a Delaware corporation shall hold an annual
or special  meeting of  shareholders  in compliance  with state and federal law,
including the rules and regulations of the Securities and Exchange Commission.

         [2]. The shareholders of NuOasis Gaming, Inc., a Delaware  corporation,
at its annual meeting of shareholders tenatively scheduled for May 1996 pursuant
to its Proxy  Statement  dated April __, 1996,  approve the proposal to increase
the authorized number of shares of common stock by at least 20 million shares.

         Upon  the  occurrence  of  the  aforementioned   condition   precedent,
MONTEROSSO shall have thirty (30) calendar days to exercise the option.

         NONA grants to MONTEROSSO  and/or his assigns an option as  hereinafter
described.  The option consists of the right to purchase up to 250,000 shares of
Series B Preferred Stock of NuOasis Gaming for $13.00 per share,  with a minimum
purchase  of 110,000  Shares on terms and  conditions  substantially  similar to
those set forth in Exhibit 1 attached hereto.

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

NONA MORELLI'S II, INC.                      JOE MONTEROSSO


/s/  Fred G. Luke                            /s/  Joe Monterosso
---------------------------                  ----------------------------------
     Fred G. Luke, CEO                            Joe Monterosso, an individual


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              EXHIBIT 1 to OPTION AGREEMENT DATED JUNE 13, 1996

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT (the  "Agreement"),  is entered into this
day of  ________,  1996,  by and between  NONA  MORELLI'S  II,  INC., a Colorado
corporation  ("NONA"),  and JOE MONTEROSSO or his assigns  ("MONTEROSSO") on the
basis of the following recitals.

         WHEREAS,  NuOasis  Gaming,  Inc.,  a Delaware  corporation  ("NGI") has
issued 250,000 Series B Preferred Shares to NONA.

         WHEREAS,  NONA desires to sell, assign and transfer to MONTEROSSO up to
250,000  shares of Series B  Preferred  Stock of  NuOasis  Gaming for $13.00 per
share,  with a minimum  purchase of 110,000 (the "NGI  Shares"),  and MONTEROSSO
desires to purchase  the NGI Shares for Three  Million  Three  Hundred  Thousand
Dollars  ($3,300,000)  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, NONA and MONTEROSSO agree as follows:

1.       Sale of NGI Shares.

         Upon and subject to all the terms and conditions of this Agreement,  at
         the  Closing   NONA  shall  assign  and  transfer  the  NGI  Shares  to
         MONTEROSSO,  and as full  consideration  therefor  MONTEROSSO shall pay
         NONA in certified  funds Three Million Three Hundred  Thousand  Dollars
         ($3,300,000)  or $13.00  per share with a minimum  purchase  of 110,000
         Shares.

2.       Effective Date and Closing; Delivery of NGI Shares.

          A.   Date and Place. The closing of this Agreement and transfer of the
               NGI Shares (the  "Closing")  shall occur at the office of NONA 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".

          B.   Payment.  At the  Closing,  MONTEROSSO  shall  deliver to NONA in
               certified  funds  $3,300,000  or $13.00  per share with a minimum
               purchase of 110,000 Shares.

          C.   Delivery of MONTEROSSO Shares. NONA shall deliver to MONTEROSSO a
               stock  certificate  or  certificates  registered  in the  name of
               MONTEROSSO the NGI Shares,  and MONTEROSSO  shall deliver to NONA
               and NGI written confirmation,  in form reasonably satisfactory to
               NONA  and NGI,  of its  investment  intent  with  regard  to such
               shares,  and such other or further  documentation as NONA and 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 NGI
               Shares  delivered to MONTEROSSO,  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  Series B Preferred
               Stock  of NGI  prior  to the  Closing;  provided,  however,  that
               neither the foregoing provision,  nor any other provision of this
               Agreement,  shall be construed to confer on MONTEROSSO any of the
               rights,  powers  or  benefits  of  ownership  of  shares  of  NGI
               (including without  limitation cash dividends,  voting rights, or
               stock  purchase  rights)  as to any NGI  Shares  that  shall  not
               actually have been issued and delivered to MONTEROSSO pursuant to
               this Section 2C.

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          D.   Delivery of Other  Documents.  At the Closing,  each party hereto
               shall   deliver  to  the  other  party  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.

               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.

3.       Representations and Warranties of NONA.

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

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

          B.   Authority.  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.

          C.   Status of NGI NGI is duly  organized,  validly  existing,  and in
               good standing under the laws of Delaware.

          D.   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
               NONA is a party.

          E.   Full Disclosure.  The information concerning NGI set forth herein
               and in the NGI Disclosure Documents,  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.

          F.   Financial  Statements.  Financial  statements of NGI for the year
               ending September 30, 1995 ("NGI  Financials"),  have been or will
               be delivered to MONTEROSSO prior to the Closing Date. To the best
               knowledge  of NONA,  except as set  forth in the NGI  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 NGI as
               reflected in such financial statements.


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          G.   Capitalization  of NGI. The  capitalization  of NGI is, as of the
               date hereof,  comprised of 30,000,000 shares of authorized common
               stock,  $.01 par value, of which 30,000,000 shares are issued and
               outstanding and 1,000,000 shares of authorized preferred stock of
               which  170,000  shares  of 14%  Preferred  Stock are  issued  and
               outstanding and 250,000 shares of Series B Convertible  Preferred
               Stock are issued and outstanding.

          H.   Compliance with Laws, Rules and Regulations.  NONA 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 NGI except to the
               extent that  non-compliance  would not  materially  and adversely
               affect the business, operations, properties, assets, or condition
               of  NONA  and its  subsidiaries  or  except  to the  extent  that
               non-compliance  would not result in the incurring of any material
               liability for NONA.

          I.   Conduct  of  Business.   Since  September  30,  1995,  except  as
               disclosed  in the  NGI  Disclosure  Documents,  NGI  has  not (i)
               discharged or satisfied any liens other than those  securing,  or
               paid any obligation or liability other than, current  liabilities
               shown on the NGI  Financials  and  current  liabilities  incurred
               since the date of the NGI  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 in the
               NGI Financials.

          J.   Litigation.  To the best knowledge and belief of NONA,  except as
               disclosed  in the NGI  Disclosure  Documents,  there  is  neither
               pending nor threatened,  any action, suit or arbitration to which
               NGI'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 NGI, or create any material  liability on the part
               of NGI or conflict with this  Agreement or any action taken or to
               be taken in connection herewith.

          K.   Contracts.  Except as disclosed in the NGI Disclosure  Documents,
               there  are  no  contracts,   actual  or  contingent  obligations,
               agreements,  franchises, license agreements, or other commitments
               to which  NGI 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.

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               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.

          L.   Material  Contract  Breaches;  Defaults.  To the  best of  NONA's
               knowledge and belief, NGI has not materially  breached,  nor have
               they any  knowledge  of any pending or  threatened  claims or any
               legal basis for a claim that NGI 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 NGI,  taken  as a  whole.  To the  best of  NONA's
               knowledge  and  belief,  NGI 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 NGI, 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  MONTEROSSO  has not  taken  adequate  steps to
               prevent such a default from occurring.

          M.   Investments. NGI has provided, or will provide, prior to Closing,
               a complete and accurate description of the NGI assets,  including
               but not  limited  to a list  of all  investments  of  NGI,  which
               accurately  sets forth the nature of NGI'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 MONTEROSSO,  there is no  corporation,
               limited   partnership,   limited   partnership,   joint  venture,
               association,  trust,  or other entity or  organization  which NGI
               directly  or  indirectly  controls  or in which NGI  directly  or
               indirectly owns any equity interest or any other interest.

          N.   Corporate  Records.  Copies of all  corporate  books and records,
               including  but not  limited to stock  transfer  ledgers,  and any
               other  documents  and records of NGI will be provided at Closing.
               All such records and documents are complete, true, and correct.

          O.   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.  To the  best of
               NONA'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.  NONA further
               agrees  to  indemnify  and  hold  harmless   MONTEROSSO   against
               liability to any broker claiming to act on behalf of NONA.

          P.   Date   of   Representations   and   Warranties.   Each   of   the
               representations   and  warranties  of  NONA  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.

4.       Representations and Warranties of MONTEROSSO

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

          A.   Organization and Authority.  MONTEROSSO is an individual with the
               full  power and  authority  to enter into this  Agreement  and to
               carry out the transactions contemplated by this Agreement.

          B.   Qualification.  As of the Closing Date,  MONTEROSSO will be fully
               qualified to complete this transaction.

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

          D.   Full Disclosure.  The information concerning MONTEROSSO 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.

          E.   Ability  to Carry  Out  Agreement.  To the  best of  MONTEROSSO'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
               MONTEROSSO is a party or to which  MONTEROSSO  is subject.  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 MONTEROSSO of
               this Agreement.

          F.   Brokers.  MONTEROSSO  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.  To the  best of
               MONTEROSSO'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.  MONTEROSSO
               further  agrees  to  indemnify  and hold  harmless  NONA  against
               liability to any broker claiming to act on behalf of MONTEROSSO.

          G.   Approvals.  Except as otherwise  provided in this  Agreement,  to
               MONTEROSSO'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 MONTEROSSO  in connection  with the  execution,  delivery,  or
               performance of this Agreement.

          H.   Date   of   Representations   and   Warranties.   Each   of   the
               representations  and  warranties of MONTEROSSO  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.

5.       Damages and Limit of Liability of NONA

         NONA  shall be  liable to  MONTEROSSO  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  incurred  by  MONTEROSSO  in
         connection with such breach or failure to perform Agreement.

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6.       Termination

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

         A.       By MONTEROSSO or NONA:

               (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 June 15,
                    1996 or such  later  date as shall  have  been  approved  by
                    parties hereto, other than for reasons set forth herein.

          B.   By  MONTEROSSO.  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.

               In the  event  this  Agreement  is  terminated  pursuant  to this
               paragraph, 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.

7.       Private Transaction

         MONTEROSSO  understands  that the NGI 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 NONA's  reliance  on such  exemption  is
         predicted  in part on the  representations  set forth herein and in the
         Investment Letter attached hereto as Exhibit "A" ("Investment Letter").

8.       Access to Information

         MONTEROSSO  and NONA  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 NGI
         Shares 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 MONTEROSSO and that
         they have had the opportunity to obtain any additional information,  to
         the extent that  MONTEROSSO 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 NGI or NONA.

9.       Indemnification by NONA

         As provided herein,  NONA shall indemnify and hold harmless  MONTEROSSO
         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 misrepresenta  tion contained in any certificate
         furnished to MONTEROSSO hereunder.

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10.      Indemnification by MONTEROSSO

         As provided  herein,  MONTEROSSO 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 misrepresenta  tion contained in any certificate
         furnished to NONA hereunder.

11.      Additional Covenants

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

          A.   Conduct Business as Usual: NGI 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 MONTEROSSO.

          B.   NGI to  Maintain  Current  Capital  Structure:  Except for shares
               previously  authorized  by NGI's Board of Directors to be issued,
               no change shall be made in the authorized or issued capital stock
               of NGI without the written consent of MONTEROSSO.

          C.   Avoid Special Settlements: Without MONTEROSSO's consent NGI 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 MONTEROSSO Disclosure Documents,  and
               current  liabilities  incurred  since  that date in the  ordinary
               course of business.

          D.   Avoid   Distributions:   NGI  shall  not  make  any   payment  or
               distribution  to its  stockholders or purchase for cash or redeem
               any of its shares of capital stock.

          E.   Avoid   Encumbrance  or  Cancellation  of  Debt:  NGI  shall  not
               mortgage,  pledge,  or subject to lien or encumbrance  any of its
               assets,  tangible or  intangible  not in the  ordinary  course of
               business.  NGI shall not  cancel any debts or claims or waive any
               rights not in the ordinary course of business.

          F.   Provide Additional Information:  NGI and the officers of NGI will
               agree  that  after the  Closing,  they will  continue  to furnish
               MONTEROSSO  with such  additional  documentation  and information
               regarding NGI as is reasonably requested.

12.      Documents at Closing

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

          A.   Action by NONA.  NONA will deliver,  or cause the following to be
               delivered to MONTEROSSO:

               (1)  Stock  certificate(s)  for the NGI  Shares  to be  issued to
                    MONTEROSSO  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
                    MONTEROSSO's  counsel,  as  shall be  required  or as may be
                    appropriate in order to effectively vest in MONTEROSSO good,
                    indefeasible,  and  marketable  title to the NGI Shares free
                    and clear of all liens and encumbrances of every nature;


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               (2)  A  certificate  executed  by the NONA to the effect that all
                    representations  and  warranties  made  by NONA  under  this
                    Agreement  are true and correct as of the Closing,  the same
                    as though originally given to MONTEROSSO on said date; (3) A
                    certificate dated at or about the date of the Closing to the
                    effect  that  NGI is in  good  standing  under  the  laws of
                    Delaware;

               (3)  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
                    MONTEROSSO in furtherance of the intent of this Agreement.

          B.   Action by  MONTEROSSO.  MONTEROSSO  will  deliver  or cause to be
               delivered to NONA:

               (1)  A certified  check in the sum of $3,000,000  made payable to
                    NONA;

               (2)  A   certificate   of  MONTEROSSO  to  the  effect  that  all
                    representations  and warran  ties of  MONTEROSSO  made under
                    this  Agreement are reaffirmed on the Closing Date, the same
                    as though originally given to NONA on said date;

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

13.      Miscellaneous

          A.   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 NGI Shares
               transferred  hereunder  or  otherwise to carry out the intent and
               purposes of this Agreement.

          B.   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.

          C.   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.

                                       8

<PAGE>



          D.   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 NONA:       Nona Morelli's II, Inc.
                              2 Park Plaza, Suite 470
                              Irvine, California 92714
                              Telephone: (714) 833-5381
                              Telefax: (714) 833-7854

               To MONTEROSSO: Joe Monterosso
                              c/o Nationa Pools Corporation
                              550 15th Street
                              San Francisco, CA 94103
                              Telephone:        (415) 575-0222
                              Telefax:          (415) 861-4177

          E.   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.

          F.   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.

          G.   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,  notwith  standing  any
               conflict-of-law provision to the contrary.

          H.   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.

          I.   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.

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

          K.   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.

                                       9

<PAGE>



          L.   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 the day
and year first above written.

                                   "MONTEROSSO"
                                   Joe Monterosso



                                   By:-----------------------------------------
                                      Name:  Joe Monterosso


                                   "NONA"
                                   NONA MORELLI'S II, INC.



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

                                       10

<PAGE>



                                   EXHIBIT "A"

                                     to the
                            Stock Purchase Agreement
                              Dated -----, 1996

                                INVESTMENT LETTER



The Undersigned hereby represents to Nona Morelli's II, Inc. ("NONA "), that:

(1)      The shares of Series B Preferred Stock of NuOasis Gaming,  Inc. ("NGI")
         (the  "Securities"),  which are being acquired by the Undersigned,  are
         being acquired for the Undersigned's own account and for investment and
         not with a view to the public resale or distribution thereof;

(2)      The  Undersigned  will not sell,  transfer or otherwise  dispose of the
         Securities  except in compliance  with the  Securities  Act of 1933, as
         amended  (the  "Act"),   and  are  being  transferred  in  reliance  on
         exemptions, including but not limited to Section 4(2) of the Act;

(3)      The  Undersigned  acknowledges  that the Undersigned has been furnished
         with disclosure documents which the undersigned feels necessary to make
         an economic decision to acquire the Securities;

(4)      The Undersigned further  acknowledges that it has had an opportunity to
         ask   questions   of  and   receive   answers   from  duly   designated
         representatives  of NONA and NGI  concerning  the terms and  conditions
         pursuant to which the Securities are being  purchased.  The Undersigned
         has been afforded an  opportunity  to examine such  documents and other
         information  which it has  requested  for the purpose of verifying  the
         financial stability of NGI;

(5)      The  Undersigned  is fully aware of the  applicable  limitations on the
         resale of the Securities.  These restrictions for the most part are set
         forth in Rule 144. If Rule 144 is  available  to the  Undersigned,  the
         Undersigned  may make only routine  sales of the  Securities in limited
         amounts, in accordance with the terms and conditions of that Rule;

(6)      By reason of the  Undersigned's  knowledge and  experience in financial
         and business  matters in general,  and  investments in particular,  the
         Undersigned  is  capable of  evaluating  the  merits  and  bearing  the
         economic risks of an investment in the Securities and fully understands
         the  speculative  nature of the Securities and the  possibility of such
         loss;

(7)      The present  financial  condition of the Undersigned is such that it is
         under no present or contemplated  future need to dispose of any portion
         of the Securities to satisfy an existing or  contemplated  undertaking,
         need or indebtedness.

                                   Very truly yours,




                                   By:-----------------------------------------
                                      Name: Joe Monterosso
                
                                       11