EXHIBIT 10.146

                           OPERATING AGREEMENT BETWEEN
                    MR. NG MAN SUN AND NONA MORELLIS II INC.

                               OPERATING AGREEMENT

                             Casino Gaming Interests


         THIS  AGREEMENT is made and entered  into this day of February  1996 by
and between Mr. Ng Man Sun ("Ng") doing  business as Dragon Sight  International
Amusement [Macau] Company (hereinafter collectively referred to as "Dragon") and
NuOasis  International Inc, a corporation organized under the laws of the United
States, state of California (hereinafter referred to as "NuOasis").

         WHEREAS,  the  parties  hereto are the Owners (as  defined  herein) one
hundred  percent  (100%) of the interest in the profits  generated by the casino
gaming  activities  conducted  by Dragon at the Hyatt Hotel Tapia Island and the
Holiday Inn Hotel in Macau  (hereinafter  referred to as the "Casinos"),  all as
more particularly described in Exhibit "B" attached hereto and by this reference
made a part hereof; and,

         WHEREAS, the parties hereto desire to more clearly define and set forth
the procedures and methods for the operation of the Casinos.

         NOW,  THEREFORE,  in consideration of the premises mutual covenants and
agreements  contained herein, and for the purpose of operating the jointly-owned
interest in the Casinos, the parties hereto agree as follows:

1.       Definitions

         A.  Net  Profits  Interest  - means  each  Owners  interest  in the net
operating  profits  from  the  casino  gaming  facilities  as more  particularly
described  in the  attached  Exhibit  "A",  and as the  same may be  amended  or
supplemented from time to time by written agreement of the parties hereto.

          B.  Owners - shall  mean  Dragon  and  NuOasis,  and their  respective
successors in interest.

         C.  Operator  -  means  any of the  parties  to this  Agreement  who is
designated  or who is  subsequently  selected  or  becomes  the  person or party
responsible  for the operation and  maintenance of the Casinos in the manner and
procedure set forth in this Agreement.

          D.  Non-Operators  - shall mean any Owner who is or are not designated
or selected as the Operator of the Casinos.

          E. Quarter - means calendar quarter, or that multi-monthly  accounting
period stipulated by the Operator.

                                                        [NUOINTL\AGR:NGTERM.AGR]

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          F.  Accounting  Procedure  - means  the  procedure,  plan  and  method
established by the Operator to be utilized in the  determination of the expenses
allocatable to the operation and the administration of the Casinos.

          G. Costs - means all expenditures  incurred pursuant to this Agreement
and  determined  in  accordance  with the  Accounting  Procedure  and such other
expenditures as are herein chargeable as costs of the operating Casinos.

2.       Operation of The Casinos

         A. Ownership and Sharing of Revenues and Costs - Exhibit "B",  attached
hereto and as amended from time to time,  lists all of the Owners of the Casinos
and their respective  percentage or Net Profits  Interests under this Agreement.
Unless  changed  by other  provisions,  all costs and  liabilities  incurred  in
operations of the Casinos under this Agreement  shall be borne and paid, and all
equipment  and material  acquired in  operations of the Casino shall be owned by
the parties,  as their  interests  are shown in said  exhibit.  All revenues and
operating  costs  will be borne by the  Operator  for the joint  account  of all
Owners and the net  operating  profits shall also be owned by the parties in the
same manner during the term hereof; provided,  however, this shall not be deemed
an assignment or cross-assignment of interests covered hereby.

         B.  Management  of the  Casinos  subject  to  the  provisions  of  this
Agreement - the Operator shall have the right and obligation to manage, maintain
and  operate  the Casinos  for the  exclusive  benefit of the Owners,  and shall
supervise  and  control  all  matters  necessary  to the  accomplishment  of the
purposes of and in accordance with the terms and conditions of this Agreement.

          C. The Operator - Dragon is hereby  designated as the initial Operator
of the Casinos.

         D.  Resignation or Replacement of Operator - The Operator may resign at
any time upon sixty (60) days' written notice to the Owners; provided,  however,
that a sale or  transfer by the  Operator of its entire  interest in the Casinos
shall  constitute a resignation as the Operator  effective as of the date of the
sale or transfer. In the event of sale or transfer by the Operator of its entire
interest  in the  Casinos,  the  Operator  shall  however  continue to act for a
maximum of sixty (60) days as the  Operator to permit  selection  of a Successor
Operator  unless the Successor  Operator takes over the duties of Operator prior
to the expiration of such period.

         The  Operator  may be removed by the  affirmative  vote of Owners of at
least fifty percent (50%) in the Net Profits  Interest in the Casinos,  and such
removal  shall be  effective  sixty (60) days after  delivery to the Operator of
written notice of removal,  this period to be utilized by the Owners to select a
Successor Operator Pursuant to the terms hereof.

         In the event the  Operator is removed  under the  foregoing  situation,
then the majority  interest  Owner at that time shall act as temporary  Operator
until the Successor Operator is selected.

                                                        [NUOINTL\AGR:NGTERM.AGR]

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         E. Election of Successor  Operator - Upon the resignation or removal of
the Operator,  a Successor Operator shall be mutually agreed upon by the Owners.
In the event  there  are,  at any  time,  more than two  Owners,  the  Successor
Operator  shall be selected by the  affirmative  vote of at least fifty  percent
(50%) interest in the Net Profits Interest in the Casinos. Each Owner shall have
a voting  interest  equal  to its  percentage  of Net  Profits  Interest  in the
Casinos.  Should the parties be unable to agree on a new Operator, the selection
of the Successor Operator shall be determined by a board of arbitration.

         F.  Compliance  with Rules and Regulations - The Operator shall perform
its duties and discharge  its  obligations  hereunder in a good and  workmanlike
manner  in  accordance  with  the  rules,  order,  laws  or  regulations  of any
governmental,  regulatory  or  administrative  body with  jurisdiction  over the
Casinos or operations thereof.

         G. No Liens or  Encumbrances - The Operator shall keep the Casinos free
from all liens and encumbrances occasioned by operations hereunder,  except only
the  lien  granted  to the  Operator  herein  and  such  other  liens  as may be
authorized by the Owners.

         H. Hold Harmless - The Operator shall hold each Owner harmless from any
lien or  encumbrance  on its or his interest in the Casinos  resulting  from the
failure of the Operator to pay, liquidate and discharge all claims,  obligations
and charges  attributable  to such interest for which such Owner has theretofore
paid to the Operator such Owner's proportionate part.

         I. Employee Costs and Relations - The Operator shall furnish the labor,
supervision,  marketing and accounting,  and other services reasonably necessary
and required for the efficient operation of the Casinos. The number of employees
utilized in the conduct of operations hereunder, their selection, hours of labor
and  compensation  shall be determined by the Operator.  Such employees shall be
the  employees  of the  Operator,  which  shall pay their  wages,  salaries  and
employee benefits;  provided,  however, that the wages and salaries paid to such
casino  employees  shall be at rates not exceeding those being paid from time to
time for similar work on other operations in the general area of the Casinos.

         J. Emergency Expenditures - In case of explosion,  fire, flood or other
emergency,  the Operator  may take such action and incur such  expense  (without
regard to any  limitation  on  expenses  elsewhere  herein  provided)  as in the
Operator's good faith and opinion are required to deal with the emergency and to
safeguard life and property. The Operator shall report, as promptly as possible,
the details of the  emergency to the Owners,  which  report,  if oral,  shall be
confirmed in writing.

         K.  Operator  Reports  - The  Operator  shall  conduct  all  operations
hereunder in a good and  workmanlike  manner and, in the absence of any specific
written  instructions  unanimously agreed to by all Owners, shall have the right
and duty to conduct such operations in accordance with its best judgment of what
a  prudent  Operator  would do  under  the same or  similar  circumstances.  The
Operator  shall consult with Owners and obtain the  affirmative  approval of all
Owners, with respect to all matters of importance arising in connection with the
ownership, operation and maintenance of the Casinos.

                                                        [NUOINTL\AGR:NGTERM.AGR]

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         L. Owners  Right to Audit - Any Owner  shall have the right,  at its or
his expense,  to cause books and records of the Casinos to be audited by Owner's
personnel or representatives or by independent certified public accountants.

         M.  Indemnification  - Inasmuch as the Operator is responsible  for the
operation, management,  maintenance and operation of Casinos, Operator shall, at
its sole  cost and  expense,  indemnify,  protect  and save  Owners,  and  their
respective  directors,  officers  and  employees,  from and  against any and all
actions,  or causes of  action,  claims,  demands,  liabilities,  loss,  damage,
injury,  cost  or  expense  of  whatever  kind or  nature,  including  costs  of
litigation,  attorney  fees, and  reasonable  expenses in connection  therewith,
brought or presented by any person,  firm or corporation  whatsoever  (including
but not limited to, third parties,  employees of Owners,  employees of Operator,
and their dependents and personal  representatives) for injuries to or the death
of any person,  or damage to or loss of property alleged or claimed to have been
caused by, or to have  resulted  from the  negligence  of Operator in connection
with the operation,  maintenance or management of the Casinos.  Operator further
agrees that its obligations of indemnification  hereunder  including any and all
expenses,  costs,  claims,  penalties or  liability  of whatever  kind or nature
resulting  from the  failure of Operator to abide by and comply with any and all
applicable laws, codes, rules or regulations of any governmental, administrative
or regulatory authority or body with jurisdiction over the ownership,  operation
or management of the Casinos.

3.       Distribution of Net Profits, Costs and Expenses

         A.  Development  and  Operating  Costs -  Except  as  herein  otherwise
specifically  provided,  Operator  shall  promptly  pay and  discharge  expenses
incurred  in the  development  and  operation  of the  Casinos  pursuant to this
Agreement and shall charge such operations,  or each of the Owners directly,  if
allowed  by the  nature of their  respective  interest,  with  their  respective
proportionate share upon the expense basis provided in the Accounting Procedure.
Operator shall keep an accurate record of the joint account  hereunder,  showing
expenses incurred and charges and credits made and received.

          Operator,  at its election,  shall have the right from time to time to
demand and received from the other owners directly,  if allowed by the nature of
their respective  interest,  payment in advance of their respective share of the
estimated  amount of the  expense to be  incurred  in  operation  of the Casinos
during  the next  succeeding  quarter,  which  right  may be  exercised  only by
submission  to each  such  owner  of an  itemized  statement  of such  estimated
expense, together with an invoice for its share thereof. Each such statement and
invoice for the payment in advance of estimated expense shall be submitted on or
before  the 20th day of the next  preceding  quarter.  Each  owner  shall pay to
Operator its proportionate share of such estimate within fifteen (15) days after
such  estimate and invoice is  received.  If any owner fails to pay its share of
said estimate  within said time,  the amount due shall bear interest as provided
for  herein  until  paid.  Proper  adjustment  shall be made  quarterly  between
advances  and actual  expense to the end that each owner  shall bear and pay its
proportionate share of actual expenses incurred, and no more.

                                                        [NUOINTL\AGR:NGTERM.AGR]

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         B. Expension  Costs - All costs and expenses  incurred in  enlargements
and  expansions  of and  additions  to the Casinos  shall be charged and paid by
Owners,  in the  proportion  of their  respective  interests  in the Net Profits
Interests in the Casinos,  in whichever  of the  following  methods  Owners deem
proper in each particular instance.

         C. Net Operating  Profits - All net operating  profits  generated  from
operations  at the  Casinos  shall be  credited  and paid to the  Owners  in the
proportion  of their  respective  Net Profits  Interest in the Casinos  upon the
basis set in Exhibit "B" attached hereto.

         D. Record Keeping - Operator shall keep accurate and systematic records
and accounts with respect to the investment in and the operation and maintenance
of the  Casinos,  to which  shall be  charged  all costs and  expenses  properly
chargeable  thereto  under this  Agreement  and to which shall be  credited  all
receipts from all sources.  Such entries shall be supported,  where appropriate,
by purchase order, invoices, payrolls and other customary records.

         E. Owners Failure to Pay Costs - Operator shall  initially pay all such
costs  and  expenses  incurred  in  the  operation,   maintenance,   management,
administration  and supervision of the Casinos and, if required by the nature of
such Owners interest in the Casinos, each Owner shall reimburse Operator for its
or his  proportionate  part thereof as herein provided.  Should any Owner hereto
fail to reimburse Operator for such Owner's proportionate part of such costs and
expenses  within  twenty  (20)  business  days after the  receipt  of  statement
therefor,  same shall bear  interest at the rate of ten percent  (10%) per annum
from the  expiration of such twenty (20) business day period until paid,  and if
such default shall thereafter  continue for an additional  period of thirty (30)
business  days,  Operator  shall  have the  right,  at its  option,  at any time
thereafter  while such  default  continues,  to foreclose  the lien  hereinafter
provided for upon the interest of such defaulting Owner.

         F.  Limitation  of  Expenditures  - Operator,  if making or incurring a
single  expenditure or the  undertaking of any project  hereunder over and above
the normal  operating  and  maintenance  functions in excess of One Million Hong
Kong Dollars  ($1,000,000) in lieu of advancing costs and expenses,  may, at its
election,  require the other Owner or Owners,  if required by the nature of such
Owners interest in the Casinos,  to advance their respective  proportions of the
costs and  expenses  of  operating,  maintaining,  managing,  administering  and
supervising  the Casinos by submitting on or before the last day of the calendar
quarter an  itemized  estimate  of such costs and  expenses  for the  succeeding
calendar  quarter,  together  with  request for payment by each of the Owners of
their proportionate parts thereof.

          G.  Adjustments  to Owners  Account - All books of  account,  records,
charts and files of  Operator  bearing on matters  dealt with in this  Agreement
shall be preserved  for a period of four (4) years (and  longer,  if required by
any governmental  authority having  jurisdiction),  and shall, at the request of
Non-Operating  Owners,  be made  available at reasonable  times for  inspection,
audit, the making of copies and the taking of data therefrom.  Any errors in the
accounts, calculations or statements of Operator which are discovered within two
(2) years after the  rendering of the  statement  containing  the error shall be
corrected and appropriate  adjustment  made; and if it be an error in the amount
of any  payment  made or due to be made by one party to the  other,  appropriate
payments or refunds or credits shall be made during the month in which the error
or errors are discovered, acknowledged or finally determined.

                                                        [NUOINTL\AGR:NGTERM.AGR]

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         H.  Accounting - Subject to the terms  hereof,  all income  received by
Operator and derived from the  operation of the Casinos,  from  whatever  source
derived,  shall be  distributed or accounted for to the  respective  Owners,  as
their Net Profits Interests may appear, on a quarterly basis.

4.       Security of Operator

         A.  Lien in Favor of  Operator  - To  secure  the  payment  of all sums
(including  interest,  court costs and  reasonable  attorney's  fees) due, or to
become due, to Operator hereunder,  each Owner hereby grants to Operator a first
and superior lien upon Owner's  interest in Net Profits Interest in the Casinos,
which lien may be enforced and  foreclosed as any other  mortgage lien when such
Owner is in default in payments to Operator.  Operator shall have the right,  in
event of default by an Owner in making  any  payment  provided  for  herein,  to
collect, receive and retain Owner's interest in said Net Profits Interest in the
Casinos, and proceeds of a sale, for application on said indebtedness (including
interest) until same is paid.

         B. Financing Statement - Upon request by the Operator, the Owners shall
execute a Memorandum of Operating  Agreement,  Security  Agreement and Financing
Statement  to  secure  the lien and  security  interest  to the  Operator.  Such
Memorandum  may be filed of record to  perfect  the lien and  security  interest
granted to Operator when the Operating Agreement becomes effective.

5.       Voting of Owners

         Each Owner  shall have a voting  interest  equal to its  percentage  of
ownership  in the Net Profits  Interest in the  Casinos.  Failure of an Owner to
vote on any matter  requiring  approval of the Owners  shall  constitute  a vote
against the proposal.  Any vote hereunder may be taken by mail and, if so taken,
the failure of an Owner to return its or his ballot  within twenty (20) business
days after receipt thereof shall constitute a vote against the proposal.

6.       Insurance

          A. Coverage Required - Operator shall carry the following insurance:

                  (i) Workmen's  Compensation and Employer's Liability Insurance
         in accordance with the laws of Macau, covering all employees engaged in
         the performance of work hereunder.

                                                        [NUOINTL\AGR:NGTERM.AGR]

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                  (ii)  Comprehensive  General  Liability  Insurance,  including
         premises and operations liability,  protective  liability,  contractual
         liability and product liability (if applicable), with limits for bodily
         injury or death and with limits for property  damage in amounts typical
         for other gaming activities conducted in Macau.

                  (iii) Insurance  covering  physical damage to the Casinos on a
         Named Peril basis, to include but not be limited to fire and lightning,
         extended coverage (windstorm,  tornado,  hail,  explosion,  riot, civil
         commotion,  smoke,  aircraft  and  land  vehicles)  and  vandalism  and
         malicious mischief.

          B. Cost - The cost of all such  insurance  (including  any  deductible
amounts  under the  provisions  of any of the  policies)  shall be charged as an
expense of operating the Casinos.

         C.  Subcontractors,  Consultants  and Vendors - Operator  shall require
that all contractors performing work or services for the Casinos carry insurance
of the kinds described above, in such amounts as Operator shall determine.

         D.  Claims in excess of  coverage:  Additional  Insurance - All losses,
costs and expenses  (including  court costs and attorney's  fees) not covered or
only  partially  covered  by  such  insurance,  shall  be  charged  against  the
operations  of the  Casinos in the  proportion  of the  perspective  Net Profits
Interests in the Casinos, except as otherwise provided for herein. Any Owner may
individually  purchase,  at its or his sole  expense,  additional  insurance  to
protect  such Owner  against  losses not  covered  by  insurance  carried by the
Operator.

7.       Transfer of Interests

         All sales,  transfers,  assigns or other conveyances of the interest of
any Owner in the Casinos shall be made  expressly  subject to this Agreement and
shall not be binding on any of the parties  hereto other than the Owner selling,
transferring, assigning or conveying the same, unless and until a certified copy
of the  instrument  evidencing  such change in ownership  has been  delivered to
Operator and Owners.  All such sales,  transfers,  assigns or  conveyances of an
interest in the Casinos,  whether  expressly so stated or not,  shall operate to
impose  upon  the  party  or  parties  acquiring  such  interests,  its or their
proportionate  part of all costs and expenses and other  obligations  chargeable
hereunder to such interest and shall  likewise  operate to give and grant to the
party, or parties acquiring such interest,  its or their  proportionate  part of
all benefits accruing hereunder, effective as of the date of such transfer.

8.       Confidentiality

          Proprietary  data and information  with respect to the Casinos and the
Owners shall be treated as  confidential  and shall not be divulged to others by
the Operator or the Owners unless  mutual  agreement to the contrary is obtained
from all parties  concerned,  or unless such disclosure is required of by law or
court order.  Operator and  Non-Operator(s)  further  agree that no party hereto
shall  distribute any  information  or photographs  regarding the Casinos or the
Operator to the press or other media  without the approval of all  parties.  The
only  exception  to the  foregoing  shall be that in the  event of an  emergency
involving  extensive property damage,  operating failure,  loss of human life or
other clear  emergency  exclude  care.  Operator is  authorized  to furnish such
minimum,  strictly  factual  information  as shall be  necessary  to satisfy the
legitimate  public  interest  on the  part of the  press  and  duly  constituted
authorities  if time  does  not  permit  the  obtaining  of  prior  approval  by
Non-Operator(s). Operator shall thereupon promptly advise Non-Operator(s) of the
information  so furnished.  This  paragraph  shall survive  termination  of this
Agreement for a period of two (2) years.

                                                        [NUOINTL\AGR:NGTERM.AGR]

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9.       Term and Option to Purchase

         A.  Term - This  Agreement  shall be  effective  as of the  date  first
written  above and shall  continue in full force and effect until  terminated by
either party upon ninety (90) days' written notice to the other.  Termination of
this Agreement shall not, however, relieve any of the parties of any liabilities
or obligations incurred hereunder.

         B.  Owners  Right to Purchase - If, in the  judgment of any Owner,  the
operation of the Casinos is  unprofitable  and such Owner desires to discontinue
operations of the Casinos, such Owner will notify all other Owners in writing of
that fact. Any Owner, or Owners,  desiring to continue  operation of the Casinos
shall thereafter have the option for a period of forty-five (45) days to acquire
all of the  interest  in the  Casinos  owned by the Owner  desiring  to  abandon
operations  by paying to such  Owner a sum equal to such  Owner's  proportionate
share of the fair  market  value of the  Casinos.  Fair  market  value  for this
purpose is defined as the highest price that a willing and  well-informed  buyer
would pay and a willing and  well-informed  seller  would accept if the property
were immediately  exposed to the market for a reasonable  period of time. Should
the  parties be unable to agree on the fair  market  value,  they shall  jointly
select a qualified,  independent appraiser to determine such value. The findings
of such appraiser shall be binding on all parties, and the appraiser's fee shall
be  equally  shared by the  parties  involved.  The Owner  desiring  to  abandon
operations  may, at its or his option,  require the Owners  desiring to continue
operations to assume all costs of operation while said appraisal is in progress,
in which event all net profits from the Casinos made and income  accruing during
such period shall belong to the Owners desiring to continue Casinos  operations.
It is agreed by the parties hereto that the  provisions of this paragraph  shall
not apply to any Owner,  or Owners,  who merely desire to sell or transfer their
interest in the Casinos without terminating the operation of the Casinos.

         C.  Discontinued  Operations  - If no Owner  desires  to  continue  the
operations of the Casinos,  or if the Owners desiring to continue  operations of
the Casinos do not exercise the option  granted  them by  subparagraph  B above,
Operator  shall pursue  whichever one of the following  options the Owners shall
approve:

                  (i) Operator shall  dismantle the Casinos and make division of
         the  salvageable  material if  feasible  and  practicable.  The cost of
         dismantling  the  Casinos  shall  be  charged  against  the  Owners  in
         proportion to their Net Profits Interest.

                                                        [NUOINTL\AGR:NGTERM.AGR]

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                  (ii)  Operator  shall sell  Casinos  intact or as salvage and,
         after payment or any costs and expenses  remaining  unpaid,  including,
         but not limited to, costs of selling  said  Casinos  and/or the cost of
         cleaning up the Casinos sites,  the net proceeds from such sale thereof
         shall be divided among the Owners in proportion to their respective Net
         Profits Interests in said Casinos.

10.      Relationship of Parties

         It is the intention of the parties  hereto that neither this  Agreement
nor the  operations  hereunder  shall create a partnership or  association.  The
duties,  obligations  and liabilities of the Owners are intended to be and shall
be  separate  and  not  joint  or  collective,  and  nothing  contained  in this
Agreement,  or any other agreement made pursuant hereto, shall ever be construed
to  create  a  partnership  or  association  or to  impose a  partnership  duty,
obligation,  or liability  with  respect to any one or more of the Owners.  Each
Owner shall be individually  responsible only for its own obligations under this
Agreement and, if the nature of such Owners interest requires it to do so, shall
be liable only for its proportionate share of the costs and expenses incurred in
the operation, maintenance, management or supervision of the Casinos.

11.      Laws, Regulations and Force Majeure

         A. Applicable Law - This Agreement and the maintenance and operation of
the Casinos shall be subject to all valid and applicable laws, orders, rules and
regulations made by duly constituted  governmental or regulatory  authorities or
bodies with jurisdiction.

         B.  Regulatory  Reporting - It shall be the  Operator's  obligation  to
complete and submit any and all reports,  etc., required by the rules, orders or
regulations of any duly constituted governmental or regulatory body or authority
with jurisdiction over the ownership,  maintenance and operation of the Casinos,
and  Non-Operator(s)  agree to  assist  Operator  in every  possible  way in the
preparation of any such report by providing Operator any and all necessary data,
records and information when so requested by Operator.

         C. Force  Majeure -  Performance,  other than of the  obligation to pay
money,  by Operator of its covenants  hereunder shall be excused for and so long
as and to the extent that such  performance  is  prevented  by  strikes,  fires,
floods,  weather,  lightning,  explosions,  Acts  of God or  the  public  enemy,
governmental laws or regulations,  inability or delay in obtaining  right-of-way
permits,  easements,  or material,  and other  happenings  beyond the control of
Operator,   whether  or  not  similar  or  dissimilar  to  the  matters   herein
specifically  enumerated.  Performance shall be resumed within a reasonable time
after such cause has been removed.  Operator shall not be required,  against its
will, to settle any labor dispute.

12.      Further Burdens

          If any  party  hereto  hereafter  creates  a  royalty  or net  profits
interest from its interest in the Casino or other burden against its interest in
the Casinos,  the party or parties  entitled to receive the Net Profits Interest
from the Casinos  shall receive such net profits from the Casinos free and clear
of burdens against such net profits from the Casinos created by such party,  and
the party creating such subsequent  burden shall save the other parties harmless
with respect to claims against their respective interest.

                                                        [NUOINTL\AGR:NGTERM.AGR]

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13.      Bankruptcy

         If,  following the granting of relief under any bankruptcy  code to any
Owner  hereto  as  debtor  thereunder,  this  Agreement  should be held to be an
executory  contract under such bankruptcy  code, then any remaining Owners shall
be entitled to a determination by debtor or any trustee for debtor within thirty
(30) days from the date an order for  relief is entered  under  such  bankruptcy
code as to the  rejection or assumption  of this  Agreement.  In the event of an
assumption,  such party  seeking  determination  shall be  entitled  to adequate
assurances as to the future performance of debtor's obligation hereunder and the
protection  of the  interest  of all  parties.  The  debtor  shall  satisfy  its
obligation  to provide  adequate  assurances  which are  acceptable to the other
Owner(s).

14.      Rights of Operator Against a Defaulting Party

         Unless the nature of the  interest  held by the Owner(s) of the Casinos
precludes  it, in the course of  operating  the casinos if any party fails or is
unable to pay its proportionate  share of costs in excess of revenues,  Operator
shall have the right to enforce the lien as provided  herein,  or Operator shall
have the right to enforce the lien as provided  herein.  If the defaulting party
is the Operator, the Non-Operator(s) shall select a new Operator pursuant to the
terms hereof.

15.      Tax Election

         Each of the parties  hereto  subject to United States  taxation  hereby
elects,  under the  authority of Section  761(a) of the United  States  Internal
Revenue  Code  of  1954,  to be  excluded  from  the  application  of all of the
provisions  of  Sub-chapter  K of Chapter 1 of Sub-title 1A of the United States
Internal Revenue Code of 1954 (the "US Tax Code"). If the income tax laws of the
jurisdiction  in which any  property  of the Casinos  covered  hereby is located
contain or may hereafter  contain  provisions  similar to those contained in the
Sub-chapter  K of the US Tax Code under which a similar  election is  permitted,
each of the parties  hereto agrees that such election  shall be exercised.  Each
party hereto  authorizes and directs the Operator to execute such an election or
elections  on its behalf,  if  appropriate,  and to file the  election  with the
proper  governmental office or agency. If requested by the Operator or any Owner
so to do, each party agrees to execute and join in such an election.

16.      Miscellaneous

          A.  Beneficial  Ownership  - If at any time the  interest of any party
hereto is divided among and owned by two (2) or more co-owners,  Operator may at
its discretion  require such co-owners to appoint a single  representative  with
full authority to receive notices,  approve  expenditures,  receive billings for
and approve and pay such party's  share of the expenses,  and to deal  generally
with, and with the power to bind, the co-owners of such party's  interest within
the scope of the operations embraced in this Agreement.

                                                        [NUOINTL\AGR:NGTERM.AGR]

                                                      - 11 -

<PAGE>



         B. Survival - All  representations,  warranties,  and covenants made by
any party in this  Agreement  shall survive the  termination  hereof for two (2)
years from the effective date of such termination.

         C. Additional  Documents - At any time and from time to time, after the
effective  date of this  Agreement,  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 its interest in the Casinos,  or otherwise
to carry out the intent and purposes of this Agreement.

         D. Any failure of any party to this Agreement to comply with any of its
obligations, agreements, or conditions hereunder may be waived in writing by the
party  to whom  such  compliance  is  owed.  The  failure  of any  party to this
Agreement to enforce at any time any of the provisions of this  Agreement  shall
in no way be construed  to be a waiver of any such  provision or a waiver of the
right of such party  thereafter  to enforce  each and every such  provision.  No
waiver of any breach of or  non-compliance  with this Agreement shall be held to
be a waiver of any other or subsequent breach or non-compliance

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

                  To Dragon:                Mr Ng Man Sun
                                            Dragon Sight International Amusement
                                            (Macau) Company
                                            Room 3078, Diamond Square
                                            3/F Shun Tak Centre
                                            200 Connaught Road Central Hong Kong
                                            Telephone: 011-852-2-559-8859
                                            Facsimile: 011-852-2-540-5020

                  To NuOasis:               NuOasis International Inc.
                                            c/o Nona Morelle's II Inc.
                                            2 Park Plaza, Suite 470
                                            Irvine, California USA 92714
                                            Telephone: +714-833-2094
                                            Facsimile: +714-833-7854

          F. Headings - The section and  subsection  headings in this  Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.

                                                        [NUOINTL\AGR:NGTERM.AGR]

                                                      - 12 -

<PAGE>



          G. Counterparts - This Agreement may be executed simultaneously in two
or more  counterparts,  each of which  shall be deemed an  original,  but all of
which together shall constitute one and the same instrument.

          H. Applicable Law - Notwithstanding that this Agreement was negotiated
and is being contracted for in the Bahamas and any conflict-of-law  provision to
the contrary, the Agreement shall be governed by the laws of the Commonwealth of
the Bahamas.

          I.  Assignment  - 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.

         M. Entire  Agreement - This  Agreement  contains  the entire  agreement
between  the  parties  hereto  and  supersedes  any  and all  prior  agreements,
arrangements,  or  understandings  between the  parties  relating to the subject
matter of this  Agreement.  No oral  understandings,  statements,  promises,  or
inducements  contrary to the terms of this Agreement exist. No  representations,
warranties,  covenants,  or  conditions,  express or implied,  other than as set
forth herein, have been made by any party.

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

          O.  Amendment  - This  Agreement  may be  amended  only  by a  written
instrument executed by the parties or their respective successors or assigns.

         P. 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.

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

                                        NuOasis International Inc.

Attest:

                                        By:  /s/       Fred G. Luke
                                           -----------------------------------
Name:                                        Name:     Fred G. Luke
Title:                                       Title:    President

                                                        [NUOINTL\AGR:NGTERM.AGR]

                                                      - 13 -

<PAGE>



                                        Mr Ng Man Sun, doing business as
                                        Dragon Insight International Amusement
                                        (Macau) Company

Attest:

                                        By:/s/    Ng Man Sun
                                           ------------------------------------
Name:                                             Ng Man Sun
Title:

                                                        [NUOINTL\AGR:NGTERM.AGR]

                                                      - 14 -

<PAGE>



                                   EXHIBIT "A"

                                     To the
                               OPERATING AGREEMENT


                                     OWNERS



                  Mr Ng Man Sun
                  Dragon Sight International Amusement
                  (Macau) Company
                  3/E, 200 Connaught Road
                  Hong Kong Central

                  Nona Morelli's II Inc
                  2 Park Plaza, Suite 470
                  Irvine, California USA
                  92714

                                                        [NUOINTL\AGR:NGTERM.AGR]

<PAGE>


                                   EXHIBIT "B"

                                     To the
                               OPERATING AGREEMENT


                                   THE CASINOS



The Casinos consist of two gaming  facilities owned and operated by Dragon Sight
International  Amusement (Macau) Company ("Dragon"),  the Diamond Casino Holiday
Inn and Macau and the Harbour Island Diamond Casino (Hyatt Regency),  Macau. The
Diamond Casino Holiday Inn opened in February,  1994. The Harbour Island Diamond
Casino opened in March, 1991.

Dragon is a sub-licensee,  pursuant to an  "arrangement"  with STDM, who holds a
master  gaming  permit  granted by the  government  of Portugal to  Sociedade De
Tourism  Diversocs De Macau ("STDM").  There is no written contract between STDM
and Dragon;  Dragon  conducts is business at the will of STDM.  The  arrangement
between  Dragon and STDM  requires  Dragon to equip and manage  each  casino for
which  Dragon is allowed to retain a  percentage  of the "net win" equal to 12.5
percent of Macau and Hong Kong  resident  customers and 42.5 percent of "foreign
passport" customers.  The balance of the "net win" in both categories is paid to
STDM.

STDM is the lessee of each  casino and the  annual  leasehold  costs are paid by
STDM  out of its  share of net  winnings.  Dragon's  costs  are  limited  tot he
marketing,  promotion  and  operation of the casinos.  Gaming is primarily  card
games; there are no slot machines in the two casinos.

                                                        [NUOINTL\AGR:NGTERM.AGR]