EXHIBIT 10.138

                PURCHASE AGREEMENT DATED AUGUST 30, 1996 BETWEEN
                NUOASIS INTERNATIONAL INC. AND VARIOUS PURCHASERS

                               PURCHASE AGREEMENT

DATED:                                                         30th, August 1996

PARTIES:

1.       "NuOasis"                 NuOasis International Inc., a corporation
                                   organized under the laws of the Commonwealth
                                   of the Bahamas.

2.       "Purchaser"               Those persons identified on Schedule 1
                                   attached hereto whether one or more, and
                                   incorporated herein by reference for all
                                   purposes, who agree to be parties to this
                                   agreement as evidenced by their execution
                                   hereof.

RECITALS:

1.1      On May 25,  1995,  Nona  Morelli's  II  Inc.,  a  Colorado  corporation
         ("Nona"), the sole shareholder of NuOasis, acquired from Dragon a forty
         percent (40%) net profits interest in the gaming  operations  conducted
         by Ng, doing business as Dragon Sight  International  Amusement (Macau)
         Company  ("Dragon")  at the Hyatt and Holiday  Inn Hotels in Macau,  as
         described  in the  Assignment  annexed  hereto  as  Schedule  "2"  (the
         "Interest"); and,

1.2      Nona  assigned all of its right,  title and interest in the Interest to
         NuOasis by way of the  Assignment  dated  December  29, 1995, a copy of
         which is annexed hereto as Schedule 3 (the "Assignment"); and,

1.3      Purchaser  wishes to acquire the  Interest  and,  pursuant to the terms
         hereof, agrees to purchase the Interest from NuOasis.

OPERATIVE PROVISIONS:

1.       Exchange

         On the basis of the  representations  and warranties  herein contained,
         subject  to the terms and  conditions  set  forth  herein,  and for the
         Consideration  (as defined  herein),  NuOasis  agrees to  transfer  the
         Interest  to   Purchaser   and   Purchaser   agrees  to  transfer   the
         Consideration to NuOasis or its designee.

2.       The Consideration

         The consideration  ("Consideration")  to be assigned and transferred to
         NuOasis in exchange for the Interest  shall  consist of Twenty  Million
         Dollars (USD20,000,000) of marketable securities consisting of not less
         than Twenty  Million  (20,000,000)  shares of common stock of Nona,  or
         other securities acceptable to NuOasis in its sole discretion.

<PAGE>



3.       Effective Date and Closing

         The closing and  effective  date of the exchange  contemplated  by this
         Agreement (the  "Closing")  shall occur upon such date that the parties
         have satisfied their  respective  obligations  and covenants  contained
         herein,  but  shall  not be later  than 30th  September,  1996.  At the
         Closing,  Purchaser  shall  deliver  the  Consideration  to NuOasis and
         NuOasis  shall  deliver  the  Interest  to  Purchaser,  along  with any
         opinions,  certificates,  exhibits,  etc.  reasonably  requested by the
         other party.

4.       Representations and Warranties of Purchaser

         Purchaser  and each of them,  hereby  represent  and warrant to NuOasis
         that:

          4.1  It is a corporation duty organised and validly existing as of the
               date hereof; and

          4.2  It is not  defendant or a plaintiff  against whom a  counterclaim
               has been made or  reduced  to  judgement.  in any  litigation  or
               proceedings   before  any   federal,   provincial   or  municipal
               government,  or any  department,  board,  body or agency thereof.
               which could result in a claim against the Consideration; and

          4.3  This Agreement has been duly executed by in the capacities stated
               on   Schedule   3,  and  the   execution   and   performance   of
               this-.Agreement  will not  violate,  or result in a breach of, or
               constitute  a default in any  agreement,  instrument,  judgement,
               order  or  decree  to which  Purchaser  is a party or to which it
               maybe subject; and

          4.4  It's right to transfer the  Consideration  is not in violation of
               any preemptive  rights of any person or of any agreement to which
               it is bound; and

          4.5  The Consideration will be transferred  without any adverse claims
               to any interest or right by any third party.

          4.6  No representation or warranty  contained herein, nor statement in
               any  document,   certificate  or  schedule  furnished  or  to  be
               furnished   pursuant  to  this   Agreement  by  Purchaser  or  in
               connection with the transaction  contemplated hereby, contains or
               contained any untrue  statement of a material  fact,  nor does it
               omit to state a material fact  necessary to make any statement of
               fact contained herein not misleading.

<PAGE>



5.       Representations and Warranties of NuOasis

         NuOasis hereby represents and warrants to Purchaser that:

          5.1  This  Agreement  has  been  duly  executed  by  NuOasis  and  the
               execution and performance of this Agreement will not violate.  or
               result in a breach of, or constitute a default in any  agreement,
               instrument, judgement, order or decree to which the Interest is a
               party or to which NuOasis is subject; and

          5.2  The  Interest  is not  subject  to any claims or causes of action
               created by or through  NuOasis,  and NuOasis is not a  defendant,
               nor a  plaintiff  against  whom a  counterclaim  has been made or
               reduced to judgement, in any litigation or proceedings before any
               U.S.,  federal or state  government,  or the  Commonwealth of the
               Bahama's,  or any  department,  board,  body or  agency  thereof,
               involving the Interest as of the date hereof; and

          5.3  NuOasis.  and  NuOasis  has the full right and power to  transfer
               such and enter into and carry out this Agreement; and

          5.4  No representation or warranty  contained herein, nor statement in
               any  document,   certificate  or  schedule  furnished  or  to  be
               furnished pursuant to this Agreement by NuOasis, or in connection
               with the transaction  contemplated hereby,  contains or contained
               any  untrue  statement  of a material  fact,  nor does it omit to
               state a material  fact  necessary  to make any  statement of fact
               contained herein not misleading.

6.       Availability of Information

         Purchaser and NuOasis  represent  that,  by virtue of their  respective
         business  activities and economic  bargaining power or otherwise,  they
         have been able to conduct  their own due  diligence and have had access
         to or have  been  furnished  with,  prior to or  concurrently  with the
         execution hereof, the information which they consider to be adequate to
         make a decision ta exchange the Interest for the consideration.

7.       Termination

         This  Agreement  may be  terminated  at  anytime  prior  to the date of
         Closing by either Purchaser, by unanimous electron in the event of more
         than one, or by NuOasis if (a) 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
         transaction  contemplated by this Agreement, and which. in the judgment
         of such party giving  notice to terminate  and based upon the advice of
         legal counsel,  makes it  inadvisable  to proceed with the  transaction
         contemplated  by this  Agreement;  or (b) if this  transaction  has not
         closed by 30th September, 1996.

<PAGE>



8.       Miscellaneous

          8.1  The officers of NuOasis and Purchaser  executing  this  Agreement
               are duly  authorized to do so and each party has taken all action
               required by law or otherwise to properly and legally execute this
               Agreement.

          8.2  Any  notice  under  this  Agreement  shall be deemed to have been
               sufficiently  given  if sent by  registered  or  certified  mail,
               postage prepaid, addressed as follows:

               To NuOasis:         NuOasis International Inc.
                                   43 Elizabeth Avenue
                                   Nassau, Bahamas
                                   Telephone: +44 1624 815544
                                   Facsimile: +44 1624 815548

               To Purchaser:       As shown on Schedule 1.

               or to any other  address  which may  hereafter be  designated  by
               either party by notice given in such manner. All notices shall be
               deemed to have been given as of the date of receipt.

          8.3  This  Agreement sets forth the entire  understanding  between the
               parties  hereto and no other prior  written or oral  statement or
               agreement shall be recognised or enforced.

          8.4  If a court of competent  jurisdiction  determines that any clause
               or   provision  of  this   Agreement   is  invalid,   illegal  or
               unenforceable  the other clauses and  provisions of the Agreement
               shall  remain  in full  force  and  effect  and the  clauses  and
               provision   which  are   determined   to  be  void,   illegal  or
               unenforceable  shall be  limited  so that  they  shall  remain in
               effect to the extent permissible by law.

          8.5  Neither  party may assign  this  Agreement  without  the  express
               written  consent of the other party and any  approved  assignment
               shall be  binding on and inure to the  benefit of such  successor
               or, in the event of death or  incapacity,  on  assignor's  heirs,
               executors, administrators and successors.

          8.6  Notwithstanding  that this  Agreement was negotiated and is being
               contracted  for in Hong Kong, it shall be governed by the laws of
               the   Commonwealth   of   the   Bahamas,    notwithstanding   any
               conflict-of-law Provision to the contrary.

          8.7  If any  legal  action  or  other  preceding  is  brought  for the
               enforcement  of or to declare any right or obligation  under this
               Agreement   or   as  a   result   of   a   breach,   default   or
               misrepresentation  in  connection  with any of the  provisions of
               this  Agreement,  or  otherwise  because  of a dispute  among the
               parties hereto,  the prevailing party will be entitled to recover
               actual attorney's fees (including for appeals and collection) and
               other expenses incurred in such action or proceeding, in addition
               to any other relief to which such party may be entitled.

<PAGE>



          8.8  Nothing in this Agreement,  expressed or implied,  is intended to
               confer upon any person,  other than the parties  hereto and their
               successors,  any  rights or  remedies  under or by reason of this
               Agreement, unless this Agreement specifically states such intent.

          8.9  It is understood  and agreed that this  Agreement may be executed
               in any  number of  identical  counterparts,  each of which may be
               deemed an original for all purposes.

          8.10 At any time, and from time to time after the Closing,  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 Interest and Consideration to be transferred
               hereunder,  or  otherwise to carry out the intent and purposes of
               this Agreement.

          8.11 Purchaser  and  NuOasis  each  warrant  that  none of  them  have
               incurred any liability,  contingent or otherwise, for brokers' or
               finders' fees or commissions relating to this Agreement for which
               the other party or parses  shall have  responsibility.  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 same.

          8.12 Every right and remedy  provided  herein shall be cumulative with
               every other right and remedy,  whether  conferred herein, at law,
               or in equity, and may be enforced concurrently  herewith,  and no
               waiver by any party of the  performance  of any obligation by the
               other  shall be  construed  as a waiver  of the same or any other
               default then theretofore, or thereafter occurring or existing. At
               any time prior to  Closing,  this  Agreement  may be amended by a
               writing signed by all parties hereto.

          8.13 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.



SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:  /s/  D.L. Colquitt      (a Director)                     )
     -----------------------------------                      )
for and on behalf of First Directors Limited                  )
                                                              )
and: /s/  R.B. Emery        (a Director)                      )
     -----------------------------------                      )
for and on behalf of First Directors Limited                  )
                                                              )
on behalf of                                                  )
NUOASIS INTERNATIONAL INC.                                    )

<PAGE>



SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:                        (a Director)                       )
                                                              )
and:                       (a Director)                       )
                                                              )
on behalf of                                                  )
PERFECT WAY INVESTMENT LIMITED                                )
/s/  PERFECT WAY INVESTMENT LIMITED                           )


                                             (Continued on next page)


<PAGE>



                                            (Signature page continued)


SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:                        (a Director)                       )
                                                              )
and:                       (a Director)                       )
                                                              )
on behalf of                                                  )
RISEN INVESTMENT LIMITED                                      )
/s/  RISEN INVESTMENT LIMITED                                 )


SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:                        (a Director)                       )
                                                              )
and:                       (a Director)                       )
                                                              )
on behalf of                                                  )
SHARP PROFIT INVESTMENT LIMITED                               )
/s/  SHARP PROFIT INVESTMENT LIMITED                          )


SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:                        (a Director)                       )
                                                              )
and:                       (a Director)                       )
                                                              )
on behalf of                                                  )
SUNNING STAR ENTERPRISES LIMITED                              )
/s/  SUNNING STAR ENTERPRISES LIMITED                         )


SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:                        (a Director)                       )
                                                              )
and:                       (a Director)                       )
                                                              )
on behalf of                                                  )
UP FIELD INVESTMENT LIMITED                                   )
/s/  UP FIELD INVESTMENT LIMITED                              )


SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:                        (a Director)                       )
                                                              )
and:                       (a Director)                       )
                                                              )
on behalf of                                                  )
WORLDFIX INVESTMENT LIMITED                                   )
/s/  WORLDFIX INVESTMENT LIMITED                              )

                                             (Continued on next page)


<PAGE>



                                            (Signature page continued)


SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:                        (a Director)                       )
                                                              )
and:                       (a Director)                       )
                                                              )
on behalf of                                                  )
DRAGON STAR SECURITIES LIMITED                                )
/s/  DRAGON STAR SECURITIES LIMITED                           )


SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:                        (a Director)                       )
                                                              )
and:                       (a Director)                       )
                                                              )
on behalf of                                                  )
                                                              )


SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:                        (a Director)                       )
                                                              )
and:                       (a Director)                       )
                                                              )
on behalf of                                                  )
                                                              )


<PAGE>


                                  SCHEDULE "1"
                            TO THE PURCHASE AGREEMENT
                              DATED 30, AUGUST 1996


                                    PURCHASER

                                        Description of Securities Constituting
Name                                    the Consideration
------------------------------------    ---------------------------------------

PERFECT WAY INVESTMENT LIMITED
Rm. 1406, Eastern Commercial Centre,    
393-407 Hennessy Road,
Causeway Bay,
Hong Kong

RISEN INVESTMENT LTD
Rm. 3002, 3/F,
Diamond Square,
Shun Tak Centre,
200 Connaught Road,
Central, Hong Kong

SHARP PROFIT INVESTMENT LIMITED
Rm. 3078, 3/F,
Diamond Square,
Shun Tak Centre,
200 Connaught Road,
Central, Hong Kong

SUNNING STAR ENTERPRISES LTD
Rm. 3078, 3/F,
Diamond Square,
Shun Tak Centre,
200 Connaught Road,
Central, Hong Kong

UP FIELD INVESTMENT LTD
Rm. 3078, 3/F,
Diamond Square,
Shun Tak Centre,
200 Connaught Road,
Central, Hong Kong

WORLDFIX INVESTMENT LTD
Rm. 3002-3006, 3/F,
Shun Tak Centre,
200 Connaught Road,
Central, Hong Kong

DRAGON STAR INVESTMENTS LTD
9/F, 1 Robinson Road,
Hong Kong