EXHIBIT 10.167


June 2, 1997



Richard H. Skjerven, Esq.
Skjerven, Morrill, MacPherson, Franklin & Friel LLP
25 Metro Drive, Suite 700
San Jose, CA  95110

Re:  Escrow Instructions for Joseph  Monterosso/National  Pools Corporation/Nona
     Morelli's II, Inc./NuOasis Gaming, Inc. Transactions

Dear Mr. Skjerven:

This letter shall serve as joint escrow  instructions  by the undersigned to you
in connection with the Stock Purchase  Agreement  between Nona Morelli's II Inc.
("Nona") and Joseph J. Monterosso  and/or his assignees,  dated May 1, 1997 (the
"Nona  Agreement"),  the Stock Purchase  Agreement between NuOasis Gaming,  Inc.
("NuOasis") and the Stockholders of National Pools Corporation (the "Selling NPC
Stockholders"),  dated  December 19, 1996 (the "NPC  Agreement"),  and the Stock
Purchase  Agreement  between  Nona and  NuOasis,  dated  May 1,  1997  (the "CMA
Agreement")

1.       APPOINTMENT AS ESCROW HOLDER. Pursuant to the Nona Agreement, a copy of
         which is attached  hereto as Exhibit "A", the NPC Agreement,  a copy of
         which is attached hereto as Exhibit "B", and the CMA Agreement,  a copy
         of which is  attached  hereto as  Exhibit  "C",  the  parties  are each
         required to deposit with a mutually  acceptable  third party, as Escrow
         Holder,  funds  and  other  documents  and  securities  required  to be
         delivered to the other parties to each such  agreement  pursuant to the
         terms and conditions of such agreement.

         In consideration for the covenants  contained herein,  the adequacy and
         sufficiency of which are expressly  acknowledged,  Nona,  NuOasis,  Mr.
         Monterosso (on behalf of himself and his assignees) and the Selling NPC
         Stockholders  (all as evidenced by their  signatures  hereto)  mutually
         agree with you to engage you as Escrow  Holder to effect a Closing  and
         to carry out the intent and  purposes  of the Nona  Agreement,  the NPC
         Agreement and the CMA Agreement.

         In this regard,  subject to your acceptance of these  instructions  and
         agreement,  Nona, NuOasis,  Mr. Monterosso and/or his assignees and the
         Selling NPC Stockholders agree with you as follows:

2.   HOLDING OF  DOCUMENTS,  ETC.  You are  hereby  irrevocably  authorized  and
     instructed to receive, together with the instant instructions:

     A.   For the Nona Agreement:

          (i)  A  counterpart   original  of  Exhibit  "A"  hereto,   (the  Nona
               Agreement),  executed by Mr.  Monterosso and/or his assignees and
               by Nona;

          (ii) The sum of at least  US$1,235,000  in certified or verified funds
               and, at the option of Mr. Monterosso and/or his assignees,  up to
               an additional US$2,015,000; and

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          (iii)The  stock   certificate,   together  with  a  properly  executed
               assignment  or  stock  power,   representing  Two  Hundred  Fifty
               Thousand  (250,000) shares of Series B Preferred Stock of NuOasis
               (the "NuOasis Shares").

          (iv) Various other agreements  entered into by the parties,  including
               an Exchange  Agreement  or another  document  entered into by the
               parties that  specifies that certain  securities and  obligations
               may be  accepted  in lieu of cash as payment  for  certain of the
               NuOasis shares, the securities and obligations to be so accepted,
               provided  nothing in such instrument which would adversely affect
               your  ability to make the  distribution  authorized  by Paragraph
               E(v) below, a letter agreement pertaining to certain intercompany
               debt, and two Indemnity  Agreements,  one in favor of Mr. Fred G.
               Luke and one in favor of NuOasis and release  receipt  letters by
               various  consultants  of NuOasis of fees to be paid by NuOasis to
               them (the "Ancillary Documents").

     B.   For the NPC Agreement:

          (i)  Counterpart originals of Exhibit "B" hereto, (the NPC Agreement),
               executed by NuOasis and by the Selling NPC Stockholders;

          (ii) A series of Convertible  Promissory  Notes  ("Notes") in favor of
               the  individual  NPC  Selling   Stockholders   in  the  aggregate
               principal  amount of One Million,  Two Hundred  Thousand  Dollars
               ($1,200,000)  representing  the Purchase Price (as defined in the
               NPC  Agreement)  in  such  individual  denominations  as the  NPC
               Shareholders have instructed;

          (iii)Stock  certificates  representing  up to One Million  (1,000,000)
               shares   of  Common   Stock  of   NuOasis   in  such   individual
               denominations as the NPC Shareholders have instructed; and

          (iv) The  stock   certificates,   together  with   properly   executed
               assignments  or stock  powers,  representing  all the  issued and
               outstanding shares of common stock of NPC.

     C.   For the CMA Agreement:

          (i)  A   counterpart   original  of  Exhibit  "C"  hereto,   (the  CMA
               Agreement), executed by Nona and by NuOasis; and

          (ii) The  stock   certificate,   together  with  a  properly  executed
               assignment  or  stock  power,  representing  Seven  Million  Five
               Hundred  Thousand  shares  (7,500,000)  of common stock of Casino
               Management of America, Inc., a Utah corporation; and

          (iii)A release in favor of Nona  executed  by NuOasis  which is one of
               the  Ancillary  Documents,   specifically  the  letter  agreement
               pertaining to intercompany debt.

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               You shall hold all such  documents and  instruments  deposited in
               escrow as you deem best.  All funds  deposited in escrow shall be
               held in a trust  account you establish  with interest  payable to
               those persons depositing the same.

3.   DELIVERY OF DOCUMENTS.  When you have received all of the foregoing (except
     that neither all or any part of the additional  U.S.$2,015,000  referred to
     above shall be required for you to take action under  paragraphs A, B, C or
     D below) and you have determined,  in your reasonable  discretion,  or have
     otherwise  been  informed  in writing by the  parties  that all  conditions
     precedent to the close of the transaction envisioned by the Nona Agreement,
     the NPC  agreement  and the CMA  Agreement  have  been  satisfied,  you are
     authorized  to  proceed  with  an  initial   Closing  and  you  are  hereby
     irrevocably authorized and instructed to perform the following actions:

     A.   For the Nona Agreement:

          (i)  On behalf of Mr.  Monterosso  and/or his  assignees,  deliver the
               $1,235,000  or such other  greater sum as may be specified by Mr.
               Monterosso and/or his assignees and deposited in escrow, to Nona,
               $1,140,000  of which  shall  be  immediately  and  simultaneously
               distributed per the instruction set forth in C.(i) below; and

          (ii) On behalf of Nona, deliver  certificates to Mr. Monterosso and/or
               his assignees  evidencing  the number of the NuOasis  Shares that
               Mr. Monterosso and/or his assignees are entitled to receive under
               the Nona Agreement.

     B.   For the NPC Agreement:

          (i)  On behalf of NuOasis,  deliver to the NPC shareholders the series
               of  Notes  (aggregating   $1,200,000,   or  such  lesser  amount,
               withholding  the  corresponding  number of Notes  attributable to
               those  Selling NPC  Stockholders  who have not  executed  the NPC
               Agreement) and certificates  evidencing shares of common stock of
               NuOasis (aggregating 1,000,000 or such lesser number, withholding
               the  corresponding  number of such shares  attributable  to those
               selling  NPC   Stockholders   who  have  not   executed  the  NPC
               Agreement).  You  shall  hold  any  shares  or one  of the  Notes
               attributable  to any option  held by Ronald  McGee  pursuant to a
               previously executed agreement applicable to such shares and Note.

          (ii) On  behalf  of  the   Selling  NPC   Stockholders,   deliver  the
               certificate(s) evidencing the NPC Shares to NuOasis.

          (iii)On behalf of Nona deliver the Indemnification  Agreement in favor
               of NuOasis (one of the Ancillary Documents) to NuOasis.

     C.   For the CMA Agreement:

          (i)  On behalf of Nona,  deliver the $1,140,000 or such greater sum as
               is received from Mr.  Monterosso  and/or his assignees to NuOasis
               for immediate and  simultaneous  distribution per the instruction
               set forth in (iii) below; provided, however, you shall retain the
               difference   obtained  by  subtracting  the  amount   distributed
               pursuant to (iii) below from $250,000.

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          (ii) On behalf of NuOasis,  deliver the stock  certificate  evidencing
               the CMA Shares to Nona; and

          (iii)On behalf of Mr.  Monterosso  and/or his  assignees  and NuOasis,
               deliver at least $1,140,000 of the $1,235,000 or such greater sum
               as is received from Nona via Mr.  Monterosso and/or his assignees
               to NPC as additional  paid in capital from NuOasis to NPC and for
               distribution pursuant to D below.

          (iv) On behalf of  NuOasis,  deliver  $95,000  or more (at the rate of
               $1.00 for each share of Series B Preferred Stock purchased by Mr.
               Monterosso  or his assigns in addition to the first 95,000 shares
               purchased) to Nona.

          (v)  On behalf of NuOasis,  deliver the  Indemnification  Agreement in
               favor of Mr. Luke (one of the Ancillary Documents) to Mr. Luke.

     D.   Additional Disbursements at Closing Approved by NuOasis:

          Out of funds  received  by NPC at  Closing  and on behalf  of NPC,  or
          deposited in escrow from the sale of  securities of NuOasis by NuOasis
          for such  purpose or  purposes,  NuOasis  approves  and  ratifies  the
          payment of up to $180,000 as follows:

          (a)  approximately   $15,000  to  the  Internal   Revenue  Service  in
               satisfaction of a tax lien;

          (b)  up to $250,000 to persons:

               [1]  who after December 31, 1995 had made bridge loans to NPC; or

               [2]  who performed legal services on NPC's behalf; or

               [3]  who performed audit services on NPC's behalf; or

               [4]  have provided administrative services to NPC.

               Said parties are to provide written evidence, approved by NPC, of
               such  bridge   loans,   legal   services,   audit   services  and
               administrative services prior to Closing.

          If you fail to receive any notice to close from the parties  within 30
          days of your receipt of all the funds,  documents and  securities  set
          forth in Paragraph 2, or otherwise are unable to determine that all of
          the conditions  precedent to the  transactions  envisioned by the Nona
          Agreement, the NPC Agreement or the CMA Agreement have been satisfied,
          you  shall  return to each  respective  depositing  party  the  funds,
          securities or documents  deposited by such party into escrow  promptly
          upon the expiration of said 30 day period; provided,  however, this 30
          day  period  shall not  expire  until 120 days after the date on which
          NuOasis  is first  scheduled  to hold a  meeting  of its  shareholders
          pursuant to a proxy solicitation approved by the SEC.

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     E.   Disbursements at Second Closing:

          If after the  deliveries  referred to above,  Mr.  Monterosso and Nona
          shall  deliver  to you  notice  of  their  agreement  on a new  option
          exercise price for the NuOasis  Shares,  or, in any case, for at least
          the 120 day period referred to above,  you shall hold the certificates
          evidencing  the  NuOasis  Shares  remaining  in  escrow,  the  Release
          referred to in Paragraph  1.C.(iii)  above and any funds  deposited by
          Mr.  Monterosso  and/or his  assignees  not  released  in the  initial
          closing. Upon either (i) the expiration of the 120 day period referred
          to above,  (ii) the earlier  receipt  and notice  from Mr.  Monterosso
          and/or  his  assignees  and Nona or (iii)  the  deposit  of the sum of
          $2,015,000, you shall make the following disbursements:

          (i)  On behalf of Mr. Monterosso and/or his assignees,  deliver all or
               any  part  of  the  $2,015,000  in  cash  and/or  securities  and
               obligations  previously  deposited to Nona,  $1,860,000  of which
               shall be immediately and simultaneously  distributed as set forth
               in (iv) below;

          (ii) On behalf of Nona, deliver  certificates to Mr. Monterosso and/or
               his assignees  evidencing  the number of the NuOasis  Shares that
               Mr. Monterosso and/or his assignees are entitled to receive under
               the Nona Agreement.

          (iii)On behalf of Nona,  deliver the  $1,860,000 or such lesser sum of
               cash  and/or   securities  and  obligations   received  from  Mr.
               Monterosso  and/or his  assignees  to NuOasis for  immediate  and
               simultaneous  distribution per the instructions set forth in (iv)
               below;

          (iv) On behalf of  NuOasis,  deliver  the  $1,860,000  of cash  and/or
               securities  and  obligations  (less any amount to be  distributed
               pursuant  to (v)  below)  received  from Nona via Mr.  Monterosso
               and/or his  assignees to NPC as  additional  paid in capital from
               NuOasis  to NPC and  make  the  distributions  envisioned  by (v)
               below;

          (v)  On behalf of Mr.  Monterosso  and/or his  assignees  and NuOasis,
               deliver  cash  in  the  amount  of  the  difference  obtained  by
               subtracting  from  $250,000  the amount  distributed  pursuant to
               Paragraph C.(iv) above.

          (vi) On behalf of each  signing  party,  deliver  an  original  of the
               Ancillary  Documents not  previously  released from escrow to the
               other party or parties thereto.

          Without limiting the generality of the foregoing, you shall release to
          Mr.  Monterosso and/or his assignees any additional funds they deposit
          in escrow solely on their  instructions if such instructions are given
          prior to the deposit of all items specified in Paragraph 2A above.

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     F.   Early NPC Close:

          Anything  contained  elsewhere in these  instructions  to the contrary
          notwithstanding,  upon  written  notice from Mr.  Monterosso,  you are
          authorized to treat the sale of the capital stock of NPC to NuOasis by
          the Selling NPC  Stockholders  as though it were closed in  accordance
          with these  instructions  and  proceed  with the  closing of the other
          transactions envisioned by these instructions in accordance with these
          instructions,  all without  investigation  as to the actual closing of
          such sale.

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4.   RELATIONSHIP.  The parties  mutually agree and  acknowledge  that as far as
     your rights and  liabilities are concerned,  this  transaction is an escrow
     and not any  other  legal  relationship,  and you are  simply  acting as an
     escrow agent under the terms expressed herein.

5.   TIME OF ESSENCE.  Time is of the essence of this  Agreement and if, for any
     reason, this escrow cannot be closed as hereinabove provided or as mutually
     extended by the parties hereto, this escrow shall  automatically  terminate
     without further instruction from any party; provided,  however, this 30 day
     period shall not expire  until 120 days after the date on which  NuOasis is
     first scheduled to hold a meeting of its  shareholders  pursuant to a proxy
     solicitation approved by the SEC.

6.   INDEMNIFICATION  AND  DEFENSE.  All of the  parties to this  escrow  hereby
     jointly and  severally  promise to pay  promptly  on demand,  as well as to
     indemnify you and to hold you harmless from and against all  litigation and
     interpleader  costs,   damages,   judgments,   attorney's  fees,  expenses,
     obligations  and  liabilities of every kind which,  in good faith,  you may
     incur or suffer in connection  without arising out of this escrow,  whether
     said  litigation,  interpleader  obligation,  liabilities or expenses arise
     during the  performance of this escrow or subsequent  thereto,  directly or
     indirectly.  You are  hereby  given a lien  upon all the  right,  title and
     interest of every party hereto in all escrow  papers,  securities and other
     property and monies deposited into this escrow,  to protect your rights and
     to indemnify and reimburse you.

7.   LIMIT OF RESPONSIBILITY.  You are not to be held liable for the sufficiency
     or  correctness  as to  form,  manner  of  execution,  or  validity  of any
     instruments  deposited  in this escrow,  nor as to  identity,  authority or
     rights  of any  person  executing  the  same,  nor the  genuineness  of any
     signature,  nor for  failure to comply  with any of the  provisions  of any
     agreement, contract or other instrument filed herein or referred to herein,
     and your  duties  hereunder  shall be  limited to the  safekeeping  of such
     monies,  instruments,  securities  or other  documents  received  by you as
     escrow  agent,  and for the  disposition  of same in  accordance  with  the
     foregoing  instructions  and other  instructions  provided by all  affected
     parties and accepted by you in this escrow.

8.   FEES. Your fees for services  rendered  pursuant to this Agreement shall be
     borne by all  parties  jointly  and  severally.  It is  anticipated  by the
     parties you will be paid out of the proceeds of this  escrow.  In addition,
     you shall have a lien upon all property  deposited with hereunder to secure
     payment of your compensation and expenses.

9.   RELEASE.  It is mutually agreed that you shall not be liable for any action
     taken or omitted by you in good faith and  believed by you to be within the
     discretion  and power  conferred  upon you by this  Agreement,  nor for any
     action taken or omitted by you when acting upon any instrument  believed by
     you to be genuine.

10.  NOTICE.  It is mutually  agreed by all parties hereto that you shall not be
     deemed to have notice or knowledge  of any fact  hereunder  unless  written
     notice thereof is delivered to you.

11.  EFFECT OF SIGNATURE.  The  signatures  of any party on any document  and/or
     instruction  shall be  construed  as that  party's  approval  of the  form,
     contents,  terms  and  conditions  of  such  document,   instrument  and/or
     instruction.

12.  DELIVERY  OF  DOCUMENTS.  All  disbursements  of  funds,  documents  and/or
     instruments  of this escrow  shall be  delivered  by  commercial  overnight
     delivery  service  to the  respective  parties as their  addresses  as they
     appear below.

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13.  COUNTERPARTS.  These instructions may be executed in counterparts,  each of
     which so  executed  shall  irrespective  of the date of its  execution  and
     delivery  be deemed  an  original,  and said  counterparts  together  shall
     constitute one and the same instrument.

14.  DISPUTES. It is mutually agreed that if any dispute arises among or between
     the  parties,  or between  either party and you before  Closing,  as to any
     action to be taken by you or as to your  rights and duties  hereunder,  you
     may upon written request  terminate this Escrow and immediately  return all
     documents,  funds or  certificates  deposited  herewith  to the  respective
     depositing party. In such event, you shall thereupon be discharged from all
     obligation to account to any party.

15.  GOVERNING  LAW.  These  instructions  shall be governed by and construed in
     accordance with the laws of the United States, State of California.  In the
     event  that an  action  shall  be  brought  to  determine  or  enforce  the
     respective rights and liabilities of the parties,  venue shall be deemed to
     be in Santa Clara County, California.

16.  ASSIGNMENT.  This Agreement and these escrow  instructions shall be binding
     on and  inure  to the  benefit  of the  heirs,  executors,  administrators,
     successors and assigns of the parties hereto.

17.  AMENDMENT.  It is mutually  agreed that you are to disregard  any future or
     further  instructions  from  either  party  severally  hereto.  Once  these
     instructions have been received by you, the respective  instructions of the
     parties may only be amended, supplemented or modified by means of a written
     amendment  that has been  signed in  writing  by all  parties  hereto.  Any
     purported oral amendment,  supplement or modification of these instructions
     shall be ineffective and invalid.

"NuOasis"                               "Escrowholder"
NuOASIS GAMING INC.
a Delaware corporation

By:  /S/       FRED G. LUKE                  /S/  RICHARD J. SKJERVEN
     -----------------------------      ---------------------------------------
     Name:     RED G. LUKE                        Richard J. Skjerven
Title:         CHAIRMAN                                   

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

By:  /S/       FRED G. LUKE
     -----------------------------
     Name:     FRED G. LUKE
     Title:    CEO

/S/  JOSEPH J. MONTEROSSO
----------------------------------
     Joseph J. Monterosso

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Series B Preferred Stock Purchasers
Listed on Schedule I

By:  /S/       JOSEPH J. MONTEROSSO
     -----------------------------
               Joseph J. Monterosso,
               their Attorney-in-Fact

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