EXHIBIT 10.149

             CASINO LEASE AND OPERATING MANAGEMENT CONTRACT BETWEEN
           SOCIETE' D' ANIMATION ET DE LOISIRS TOURISTIQUES (S.A.L.T.)
                          AND CLEOPATRA PALACE LIMITED

                           CASINO LEASE AND OPERATING

                               MANAGEMENT CONTRACT


                 Societe d' Animation et de Loisirs Touristiques
                                   (S.A.L.T.)

                                     "OWNER"




                            CLEOPATRA PALACE LIMITED


                                    "LESSEE"


                                      - 1 -

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THIS DOCUMENT WITNESSETH,

ON THE ONE HAND,  SOCIETE D'  ANIMATION ET DE LOISIRS  TOURISTIQUES  (S.A.L.T.),
S.A.  represented by Mr. Ibrahim A. KARAWI,  acting as the chairman of the board
of  directors,  domiciled  in Tunis,  Residence du Lac - Bloc B - App. B 32, Les
Berges du Lac - Tunis hereinafter called "The Owner"


ON THE OTHER HAND, CLEOPATRA PALACE LIMITED, Dublin, Ireland, represented by its
General Manager Mr. Gabriel TABARANI hereinafter called "The Lessee"

AND NONA MORELLI'S II, INC., Guarantor, represented by Mr. Fred G. LUKE.

WHEREAS,  Owner  is  the  present  owner  of (1)  casino,  showroom,  now  under
construction  (the Casino  area) as more fully  described  in Exhibit A which is
incorporated by reference, and


WHEREAS,  Societe Touristique  Tunisie Golfe (S.T.T.G.) S.A.  represented by Mr.
Ahmed AL IBRAHIM,  acting as chairman of the board of  Directors,  domiciled  in
Tunis,  Rue Ibn Aljazzar No 8,  Tunisia,  is the owner of a hotel of six hundred
and thirty (630) beds, two (2) tennis courts, a shopping center, two hundred and
fifty (250)  apartments,  convention  facilities  and  entertainment,  sport and
health  center area  mentioned  above and as more fully  described  in exhibit B
which is incorporated by reference.

WHEREAS,  Owner  presently has an agreement in principal  which will allow it to
obtain a governmental  licence or permit which legally  authorizes it to operate
and maintain a gaming casino with slot machines,  table games and video machines
in Tunisia  (the  "Gambling  License")  subject to  compliance  by Lessor and by
Lessee with all applicable Tunisian laws and regulations; and

WHEREAS,  the parties  hereto  desire to enter into this Lease for the casino on
which Lessee shall operate (The "Casino")  with the  particular  location of the
casino (the "Casino area") being more fully described in Exhibit A.

NOW THEREFORE,  in  consideration  of the covenants and conditions here in to be
kept  and  performed  by  the  parties  hereto,  and  other  good  and  valuable
consideration,  the receipt and sufficiency whereof is hereby acknowledged,  the
following shall be, and hereby is understood and agreed:

ARTICLE 1 : Lease.  Owner does hereby lease the casino and casino area to Lessee
for a fixed rental of three million dollars US ($ 3,000,000) per annum,  payable
quarterly in arrears ("Rent")

ARTICLE 2 : Operation. Lessee shall manage the Casino by and through experienced
operators,  reasonably  acceptable to Owner. Lessee shall have full and complete
control of the operation of the casino, subject only to the terms and conditions
of this agreement.

                                                       - 2 -

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ARTICLE 3 : License.  The Lessee  shall  obtain the  Gambling  License  from the
Tunisian  Authority.  Owner shall provide the necessary  assistance to Lessee to
obtain and maintain the gambling  License for and during the entire term of this
Agreement,  and Owner hereby  authorizes the Lessee to operate the casino during
the term of this  Agreement in  accordance  with the  provisions of the Gambling
License,  the  laws of  Tunisia,  and the  continuation  of this  Agreement  and
Lessee's and Lessor's obligations  hereunder are subject to Lessee obtaining and
maintaining in effect, the Gambling license.

ARTICLE 4 : Compliance.  Lessee shall comply with the laws of Tunisia to operate
the  casino  under the  Gambling  License in  accordance  with the terms of this
Agreement.

ARTICLE  5 :  Term.  This  Agreement  is  considered  to have  come  into  force
immediately  upon  signature by the parties.  The initial term of this Agreement
shall be twenty (20) years,  commencing  on the date (1st January  1995),  shall
expire on the last day of the twentieth year, (The "Initial Term"). Three months
before the  expiry of the  initial  period,  the Owner and the Lessee may inform
each other of their intention, either to prorogate the lease or to terminate it.
If no such notice is served,  the present  Agreement  shall be renewed for a ten
year option period.

Subject to the Licensing  provisions  referenced  below, this Agreement shall be
automatically renewed for two (2) successive five (5) year terms, unless same is
terminated by Lessee upon written notice to owner ninety (90) days in advance of
the expiration of the initial term, or any of the additional five (5) year term.
In the event the casino  area is not ready for  occupancy  by (1st of July 1996)
Lessee may  terminate  this  agreement  and receive a return of the full Deposit
made by him to the owner plus  interest at seven and one half  percent (7 1/2 %)
per annum, or if premises are not ready at the said date,  Lessee is entitled to
complete at his expenses and with hold funds from rent until repaid.

ARTICLE 6 :  Surrender at  Termination.  At the  expiration  of the term of this
Agreement,  or upon the earlier termination thereof,  Lessee shall surrender and
return the  casino and casino  area in the  condition  thereof  existing  at the
commencement  of the term,  ordinary wear and tear,  and damage by fire or other
casualty,  excepted.  Provided,  Lessee  shall be  entitled to retain all of its
furniture,  gambling machines,  equipment,  records,  supplies,  inventories and
other  personal  property  utilized  in  the  operation  of  the  casino.  It is
understood  that anything  supplied or paid by the Lessee for the performance of
the casino operation shall be his property.

ARTICLE 7 : Operating  Capital.  Lessee shall provide the appropriate  amount of
funds to equip and  operate  the casino  during the term of this  Agreement,  in
addition to the Deposit  referenced below. The Lessee shall exercise  reasonable
skill,  care and  diligence in the  performance  of his  obligations  under this
Agreement.

ARTICLE 8 : Additional  Rent. The Rent shall increase in the third (3rd) year of
the  commencement  of the  initial  term by Three  Hundred  Thousand  Dollars ($
300,000.00)  per year (which is an additional $ 75,000 per  quarter),  and shall
increase by an  additional  Three  Hundred  Thousand  Dollars per year ($ 75,000
maximum per quarter) each year  thereafter,  until the rent reaches a maximum of
Five Million One Hundred Thousand  Dollars ($  5,100,000.00)  per year, which is
One Million Two Hundred Seventy-five  Thousand Dollars ($ 1,275,000) per quarter
("Rent Ceiling"). When the Rent Ceiling is reached, there shall be no further or
additional rent increases.

                                                       - 3 -

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ARTICLE 9 : Books and records.  Lessee shall be responsible  for the maintenance
of such records and books of account as may reasonably  reflect the operation of
the casino and shall  preserve such records and books of account during the term
of this Agreement and shall permit Owner (or its authorized representatives) and
auditors to examine  and audit such  records and books of account at any and all
reasonable  times.  Lessee  shall  cause the books and  records  of Lessee to be
audited annually,  at Lessee's  expense,  and shall furnish owner with a copy of
the audit,  but Owner shall not be required to accept the audit and may audit or
examine any of Lessee's books and records,  on reasonable  notice to Lessee,  at
Owner's expense.

ARTICLE 10 : Taxes. Lessee agrees to pay all taxes,  licenses,  charges and fees
levied or assessed on Lessee by any governmental authority in connection with/or
incident to the performance of this Agreement, Lessee agrees to require the same
agreements from any of its subcontractors

Lessee agrees to reimburse Owner on demand for all such taxes, fees licenses and
charges  which Owner may be required or deem it  necessary  to pay on account of
the  agents,  employees  and  representative  of Lessee or its  assignees.  Upon
demand,  Lessee agrees to furnish Owner with the information  required to enable
it to make the necessary reports and pay such taxes, fees, licenses and charges.

ARTICLE 11 : Furniture, Furnishings, Fixtures and Equipment

A- Owner shall, at its own expenses,  complete and finish out the casino and the
casino area, decorated and fixtured,  including, but not limited to, carpets and
drapes.  This includes all costs of roads,  adequate parking,  access corridors,
walkways,  landscaping  and generally  putting the building into such  condition
that Lessee may commence its  business  activities.  Such costs will not include
items specified in (B) below.

B- Lessee shall,  at its sole expense,  provide all gaming  devices and relating
equipment necessary for the operation of the casino.

C- It is understood  that any gaming devices and related  equipment  provided by
Lessee shall remain the property of the Lessee.

D- Lessee shall,  at all times,  keep and maintain the inside of the casino area
and the  furniture,  furnishings,  fixtures and  equipment of the casino in good
order and repair,  reasonable  wear and tear  excepted.  Owner will allocate the
maximum possible parking for the casino,  and the parking  attendants for casino
parking shall be the responsibility of Lessee.

                                                       - 4 -

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ARTICLE 12 : Conduct of Business

A- During the term of this Agreement,  the casino and Gambling  License shall be
used solely for the purposes of this Agreement.  Lessee shall manage and operate
the  casino  to  the  best  of  its  ability;  and in a  proper,  efficient  and
businesslike  manner; and to the intent that the ambience of a high class casino
shall  at all  times be  maintained.  Lessee  shall  keep  the  casino  open and
available  for business on all days for the months of January  through  December
(twelve  [12] months) not less that eight (8) hours per day, but only during the
times when there is sufficient  business to justify the  operation,  except when
prevented by force majeure. The phrase "prevented by force majeure",  as used in
this Agreement, shall be deemed to mean prevented by government regulation, wars
or civil strife  which might impede  travel to and from  Tunisia;  riots;  civil
commotion;  war;  hostilities,  invasion,  act of  foreign  enemies,  rebellion,
revolution,  insurrection,  and any  operation  of the forces of nature  against
which  precautions  could not reasonably  have been expected to have been taken.
Rent under this Agreement shall abate so long as casino operations are prevented
by force  majeure,  provided  that if the force  majeure  continues  for six (6)
months, Lessee may at its convenience terminate its Agreement.

B- Lessee shall employ and train all employees of the casino. All such employees
shall be the  employees  of the Lessee.  All  employees  of the casino  shall be
neatly and cleanly attired and if any of the casino's employees shall in any way
bring  discredit upon the country of Tunisia or any city therein,  they shall be
immediately discharged.

C- Lessee shall comply,  and the casino shall be operated so as to comply,  with
all laws and regulations presently in force or subsequently enacted by Tunisia.

D- Lessee  shall  operate  and provide in the casino all casino  facilities  and
casino services normally operated and provided in casinos of comparable class.

E- Lessee  shall be entitled  to operate  liquor bars within the casino area for
the  purpose  of selling  drinks to patrons of the casino as well as  dispensing
complimentary beverages.

ARTICLE 13 :  Relationship  of the parties.  Nothing herein  contained  shall be
construed as effecting a  co-partnership  or joint venture  between the parties,
and it is the express intent of the parties that the  relationship  between them
shall be solely and exclusively that of Landlord and Tenant, under the terms and
conditions hereof.

ARTICLE 14 : Hold  Harmless.  Owner and Lessee shall at times during the term of
this agreement defend, indemnify and hold harmless each other from any liability
or penalty  which may be imposed by reason of act or omission of a third  party,
and also from all claims, suits or proceedings that may be brought against owner
or Lessee with respect to such clause.

ARTICLE  15 :  Insurance.  During  the  term of  this  Agreement,  Lessee  shall
maintain,  at Lessee's expense, in a responsible  insurance company or companies
reasonably  satisfactory  to  owner,  personal  injury  and  property  liability
insurance  with coverages of no less than One Million  Dollars ($  1,000,000.00)
for  personal  injury  and  no  less  than  Five  Hundred  Thousand  Dollars  ($
500,000.00)  for  property  damage,  and Owner shall be listed as an  additional
insured by such policies as workmen's  compensation or similar  insurance as may
be required by applicable laws.

                                                       - 5 -

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ARTICLE  16 :  Untenantability  and  Hostilities.  If,  during  the term of this
Agreement,  any of the  casino  are made  wholly  untenantable  by fire or other
casualty so that said premises cannot be properly utilized as a casino facility,
then Lessee's  obligations  (including  the  obligation to pay rent) shall abate
during such period,  until such time as the  operation of the casino may resume.
If such  condition  continues for more than twelve (12) months,  then the Lessee
may terminate this agreement.

ARTICLE  17 : Right of  Inspection.  Owner  shall  have the right to enter  upon
and/or  inspect any part of the casino area at any time and may also inspect any
of the gambling equipment, other special equipment, bankrolls, safe, or accounts
used and  maintained on said casino area at any time;  provided,  however,  such
visits or inspections shall be conducted with as little  disturbance as possible
to the  operations  of the casino  and in the  company  of a  representative  of
Lessee.

ARTICLE 18 : Assignment.  Lessee agrees not to sublease or assign this Agreement
or its interest in the casino,  and any of its rights and privileges  under this
Agreement  without  the  written  prior  consent  of Owner  which  shall  not be
unreasonably withheld.

ARTICLE 19 : Appearance of Premises.  It is expressly understood and agreed that
the appearance of the casino and the casino area which have been provided by the
owner at its expense,  including the placing of signs and the general conduct of
the business on the casino area,  will have a material  effect on the reputation
of owner. The owner therefore hereby expressly reserves the right to control and
regulate  the  appearance  of the casino and the casino area at all times during
the terms of this Agreement, including, but not limited to the regulation of any
signs,  advertisements or other promotional material used in connection with the
operation of the casino. Lessee shall have the right to advertise the casino but
the  format of the  advertising  shall be in  keeping  with the  dignity  of the
casino,  and the owner shall not unreasonably  withhold its approval of the form
of such advertising.

ARTICLE  20 :  Entertainment.  Lessee  shall  have the  right to  decide  if any
entertainment  is needed in the  casino;  Lessee  shall be  responsible  for the
payment of all entertainment in the casino area

ARTICLE 21 : Condition to owner's performance.
As a condition  precedent to owner's  performance,  Lessee will provide evidence
that it has at least Six Million Dollars ($  6,000,000.00)  of working  capital,
and that it is capable of working under this Agreement.

ARTICLE 22 : Default.

         22.1 Default by lessee :
If, at any time during the term of this Agreement,  one or more of the following
events shall occur, owner may forthwith terminate this Agreement.

                                                       - 6 -

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          A. Lessee  shall fail to make any payment due under this  Agreement on
or prior to the date upon which it is due, and such failure  shall  continue for
thirty (30) days after written notice;

          B.  Lessee  shall fail or refuse to fully  perform or comply  with any
other agreement,  covenant, or undertaking,  which is required by this Agreement
to perform or comply with, or shall otherwise violate any provision hereof,  and
such failure shall continue for thirty (30) days after written consent.

Provided that, if lessee is diligently attempting to cure a non-monetary default
but cannot  reasonably do so in thirty (30) days, the cure period shall continue
as long as reasonably necessary for lessee to cure the non-monetary  default, in
the exercise of reasonable diligence.

         22.2 Default by owner :
The Lessee may by written  notice to the owner  terminate  this  agreement if he
considers  that  the  owner  is  not  discharging  his  obligations  under  this
agreement,  stating the reasons therefore.  In the event that the owner does not
respond  to such  notice  within  fifteen  (15)  days,  the  Lessee may deem the
agreement  terminated,  or at his convenience the lessee may correct defaults at
the Owner's  expense and withhold  rents until  Lessee has been repaid  Lessee's
costs.

         22.3 Claims for default :
Any claim for damages  arising out of default  and  termination  shall be agreed
between  the Owner and the Lessee or,  failing  agreement,  shall be referred to
arbitration in accordance with clause 25 of this agreement.

ARTICLE 23 : Notices.  Unless a party hereto shall in written direct  otherwise,
all notices to be served and rendered if sent by Registered Mail directed to:

OWNER             :        Society d'Animation et de Loisirs Touristiques
                           "S.A.L.T."
                           Residence du Lac Bloc B - Appt. B 32
                           Les Berges du Lac
                           Tunis,   TUNISIA

COPY TO           :

LESSEE            :        Cleopatra Palace Limited
                           c/o Gabriel Tabarani
                           Chartwell House
                           80 Wimbledon Parkside
                           London SW19 5LN,  ENGLAND

Any party may change its  address  for notice by written  notice and such change
shall be effective upon actual receipt of same.

                                                       - 7 -

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ARTICLE  24 :  Governing  Law.  This  agreement  is  subject  to  and  shall  be
interpreted in accordance with the laws of Tunisia.

ARTICLE 25 : Arbitration.  Any dispute between Owner and Lessee arising from the
execution or interpretation of the provisions of this Agreement,  if not settled
amicably,  shall  be  settled  by  an  arbitral  tribunal  consisting  of  three
arbitrators whose award shall be final and enforceable.

Each of the above  mentioned  parties shall  appoint an  arbitrator  and the two
arbitrators,  before  proceeding  to  arbitration,  shall appoint a Chairman who
shall be the  Chairman  of the  arbitral  tribunal.  If the two  arbitrators  as
mentioned  above  fail  within a delay of 30 days  after  their  appointment  to
appoint the  Chairman,  then each party may request the first  President  of the
Appeal Court of Tunis to appoint such chairman.  The same procedure  shall apply
if either party abstains from appointing its arbitrator.

- The arbitration shall be conducted in Tunisia.

ARTICLE 26 : Promotional  Material Lessee will annually  prepare a specification
book for a program of promotional and tourist activities.

ARTICLE 27 : Other obligations.
Nona Morello's II, Inc. shall secure and guarantee  Lessee's  performance  under
this Agreement.

Lessee shall provide a yearly  revolving  Letter of Credit so as to maintain the
security for Lessee's  performance  to Owner under this agreement for one year's
rent including additional as established by the Agreement.

In the event  that  payments  are not made in  accordance  with this  Agreement,
Lessee  shall  instruct the bank holding the common stock to sell it and pay the
proceeds to Owner as  liquidated  damages.  If Lessee fails to instruct the bank
holding the common  stock  within a delay of fifteen  (15) days,  Owner shall be
entitled,  upon sending a notice to both Lessee and the bank,  to authorize  the
bank to proceed to the sale of the said common stock.

During the period of lease of the Casino as defined under this Agreement, should
the market value of the stock drop below the  outstanding  balance due,  then in
that event Lessee  commits itself to increase the number of shares of NONA stock
in escrow to the amount of shares  necessary to maintain a market value equal to
the outstanding balance due.

ARTICLE 28: Language and interpretation.
The conditions of the Agreement are drawn in English. It's interpretation should
be in conformity  with the parties'  intention and the  technical  meaning.  The
headings in the agreement shall not be used in its interpretation.

The singular  includes the plural,  the  masculine  includes the  feminine,  and
vice-versa where the context requires.

If there is a  conflict  between  provisions  of the  agreement,  the last to be
written chronologically shall prevail, unless otherwise specified.

ARTICLE 29 : Alterations.
Should circumstances arise which call for modifications of the agreement,  these
may be made by mutual  consent given in writing.  Proposals in this respect from
any party shall be given due consideration by the other party.

                                                       - 8 -

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ARTICLE 30 : Savings Clause.
In the event any provision of this Agreement is inconsistent with or contrary to
any applicable  law,  rule,  regulation,  code or order said provision  shall be
deemed to be  modified to the extent  required  to comply  with said law,  rule,
regulation,  code or order and as so modified, said provision and this Agreement
shall continue in full force and effect.

IN WITNESS  WHEREOF,  This  Agreement is executed in duplicate  copies,  of like
terms and effect, on this day ---------- of ----------------------.

LESSEE :                                /s/  Cleopatra Palace Limited
                                             ----------------------------------
                                             CLEOPATRA PALACE LIMITED


OWNER :                                 /s/  Societe D'Animation et de Loisirs
                                             Touristiques "S.A.L.T."
                                             ----------------------------------
                                             SOCIETE D'ANIMATION ET DE LOISIRS
                                             TOURISTIQUES "S.A.L.T."

GUARANTOR :                             /s/  Nona Morelli's II, Inc.
                                             ----------------------------------
                                             NONA MORELLI'S II, INC.

                                      -9-