EXHIBIT 10.137

     LETTER OF INTENT DATED AUGUST 5, 1996 BETWEEN THE REGISTRANT AND NG MAN
          SUN DBA DRAGON SIGHT INTERNATIONAL AMUSEMENT (MACAU) COMPANY

                                 August 5, 1996


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

         RE:      The 40% Net Profits Interest  acquired on May 25, 1995 by Nona
                  Morelli's II Inc., a Colorado corporation  ("Nona"),  the sole
                  shareholder   of  NuOasis   International   Inc.,   a  Bahamas
                  corporation  ("NuOasis") from Mr. Ng Man Sun doing business as
                  Dragon   Sight   International   Amusement   (Macau)   Company
                  ("Dragon")  at the Hyatt and Holiday  Inn Hotels in Macau,  as
                  described in the Agreement attached hereto as Exhibit "A" (the
                  "Net Profits Interest")

Dear Mr. Ng:

When  countersigned  by  you in the  space  provided  below,  this  letter  (the
"Agreement")  shall serve as the agreement  between  yourself,  individually and
doing  business  as  Dragon  Sight   International   Amusement  (Macau)  Company
(collectively,  "you")  and Nona to resolve  the  conflict  between  you and the
government  of  Macau  resulting  from  statements  made  to  the  Macau  Gaming
Commission  which  have  served to  interfere  with the  contractual  and future
business relationship between you and Nona and NuOasis. NuOasis is the successor
to the Net Profits  Interest by virtue of an  Assignment  of such  interest from
Nona in December 1995.

1.       REPATRIATION OF NET PROFITS INTEREST

         Nona will cause NuOasis to assign to you, or your designees,  effective
         July 1, 1996, all of the Net Profits  Interest,  in  consideration  for
         which you and such designees will sell, assign and transfer to NuOasis,
         or its  designees,  a  mutually  agreed  number of the shares of common
         stock originally issued by Nona to make the purchase of the Net Profits
         Interest.

2.       SETTLEMENT OF OUTSTANDING BALANCE ON NOTE

         Nona will cause  NuOasis to purchase the Three  Million  (USD3,000,000)
         Contingent  Secured  Promissory  Note  issued to you by Nona on May 25,
         1995 for an  amount  equal to the  current  outstanding  principal  and
         accrued  interest,  a copy of which is attached  hereto as Exhibit "B",
         which is  approximately  Three  Million  Two  Hundred  Eighty  Thousand
         Dollars (USD3,280,000) as of today's date.

3.       PAYMENT OF ACCRUED NET PROFITS INTEREST REVENUES

         You will deposit with NuOasis,  in its account at Po Sang Bank, the Net
         Profits Interest  revenues  accruing to the 40% Net Profits Interest of
         NuOasis from January 1 through June 30, 1996.

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4.       RELEASE BY YOU

         Except for obligations  and rights  expressly set forth and reserved by
         this Agreement,  you hereby release, acquit and forever discharge Nona,
         NuOasis  and  their   respective   agents,   servants  and   employees,
         successors,  heirs, legal representatives and assigns, and all persons,
         natural or  corporate,  in privity  with them from any and all  claims,
         causes of action,  or  controversies  of any kind  whatsoever,  whether
         known or  unknown,  whether  accrued  or to accrue,  including  but not
         limited  to claims at common  law  pursuant  to the laws of the  United
         States  and the State of  Colorado,  or  pursuant  to any other laws or
         statutes,  including  but  not  limited  to  all  matters  relating  or
         pertaining  to the purchase and  ownership of the Net Profits  Interest
         through the date  hereof.  Except as  otherwise  provided  herein,  the
         foregoing   release   releases   all   claims   as   to   any   alleged
         misrepresentations,   false   statements,   securities  law  violations
         relating or pertaining to Nona or NuOasis, the business affairs of Nona
         or NuOasis,  or the  management  of Nona or  NuOasis,  through the date
         hereof.  It is  expressly  understood  and  agreed  that the  foregoing
         release constitutes a general release of each and every claim which you
         have or may  have  against  Nona or  NuOasis,  or  their  officers  and
         directors as of the date hereof.

5.       RELEASE BY NONA AND NUOASIS

         Except for obligations  and rights  expressly set forth and reserved by
         this Agreement,  Nona and NuOasis hereby release,  acquit,  and forever
         discharge you, your respective agents, servants, and employees,  heirs,
         legal   representatives  and  assigns,  and  all  persons  natural,  or
         corporate,  in  privity  with you from any and all  claims,  causes  of
         action,  or  controversies  of any kind  whatsoever,  whether  known or
         unknown,  whether  accrued or to accrue,  including  but not limited to
         claims at common law pursuant to the laws of the United  States and the
         States of Colorado and California,  and Macau, or pursuant to any other
         laws or statutes,  including but not limited to all matters relating or
         pertaining to the sale and operation of the casinos  underlying the Net
         Profits  Interest  by you  through  the date  hereof.  It is  expressly
         understood and agreed that the foregoing release  constitutes a general
         release of each and every claim which Nona or NuOasis  have or may have
         against you as of the date hereof.


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6.       WAIVER AND RELEASE OF UNKNOWN CLAIM

         It is expressly  understood  that this release  extends to claims which
         the  parties  hereto may not know or suspect to exist in their favor at
         the  time  of  executing  this  Agreement,  which  if  known  may  have
         materially affected their settlement.

         This waiver and release of unknown claims is applicable to statutes and
         principles  of common law of the United States or the State of Colorado
         and California,  or of any and all other states of the United States or
         foreign jurisdictions,  and are hereby knowingly and voluntarily waived
         and  relinquished by the parties hereto.  The parties each  acknowledge
         that these waivers are essential and material terms of this  Agreement,
         without  which the  consideration  set forth  herein and the  agreement
         reached herein would not have been made.

7.       NO PRIOR ENCUMBRANCES OR ASSIGNMENT

         You agree and covenant that you have not assigned, pledged or otherwise
         in any manner whatsoever encumbered, conveyed or transferred the shares
         of common stock to be  transferred by you, and the Note or any claim or
         any cause of action,  either by  instrument  in  writing or  otherwise,
         which  you  believe  you may have  against  Nona or  NuOasis,  or their
         officers, agents or representatives,  arising out of or relating to the
         subject matter of this Agreement.

8.       NO DETRIMENTAL RELIANCE

         The  parties  agree  that  as a part  of  the  consideration  for  this
         Agreement,  and before executing this Agreement,  each party hereto has
         been fully informed of and understands the terms, contents,  conditions
         and effects of this  Agreement;  that in executing  this  Agreement and
         negotiating  the terms thereof,  each has had the benefit of the advice
         of  attorneys   of  its  own   choosing;   and,   that  no  promise  or
         representation  of any kind has been made to any party by another party
         hereto,  or anyone  acting for them,  except as is expressly  stated in
         this Agreement.  The parties represent that they have relied completely
         and solely on their own judgement and the advice of their  attorneys in
         executing this Agreement.

9.       NO LIABILITY

         The parties agree that the  consideration  described in this Agreement,
         and the  covenants  set  forth  herein,  are  given by the  parties  in
         compromise and settlement of a dispute in order that each party may but
         its peace. Such consideration, agreement and covenants are in no way to
         be  construed  as an  admission  of  liability on the part of any party
         hereto.   Each  party   specifically   denies  any  such  liability  or
         responsibility  and  specifically  denies  all  such  allegations  made
         against said party.

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10.      EVENTS THAT WOULD MAKE THIS AGREEMENT VOID

         This  Agreement  shall  be  void  and of no  effect  if any  one of the
         following events occurs:


          A.   Failure  to Accept  Agreement.  If you fail to  accept,  sign and
               deliver this Agreement by August 16, 1996.

          B.   Failure to Remit Proceeds of Net Profits Interest. If you fail to
               remit the  proceeds of the Net Profits  Interest  for the six (6)
               months ended June 30, 1996 of HK$30,065,235.20.

          C.   NuOasis' Failure to Tender Net Profits Interest. If NuOasis shall
               fail to tender the Net Profits Interest to you or your designees.

          D.   NuOasis'  Failure to Satisfy  Outstanding  Financial and Interest
               Due  on  the  Note.  If  NuOasis  fails  to  satisfy  outstanding
               financial  and  interest  due on the  Note by  check to you on or
               before August 16, 1996 (the "Closing Date").

         In the event this Agreement is terminated  pursuant to this  paragraph,
         this  Agreement  shall  be  of  no  further  force  or  effect  and  no
         obligation,  right, or liability shall arise hereunder,  And,  further,
         each party shall bear its own costs in connection with the negotiation,
         preparation, and execution of this Agreement.

11.      REPRESENTATION BY COUNSEL

         Each  of the  parties  have  been or have  had  the  opportunity  to be
         represented by the counsel in entering into this Agreement. Each of the
         parties  affirms to the others that it has  consulted and discussed the
         provisions of this Agreement with its counsel and fully understands the
         legal effect of each such provisions.

12.      FACTUAL DIFFERENCE

         Each of the  parties  understands  and accepts the risk that the facts,
         pursuant to which this  Agreement is entered into may be different from
         the facts now known or  believed  by each such  party to be true.  This
         Agreement  shall  remain  in all  respects  effective  and shall not be
         subject to termination  or rescission by virtue of any such  difference
         in facts.

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13.      NEGOTIATED TRANSACTION

         The drafting and  negotiations of this Agreement has been  participated
         in by each of the parties.  For all purposes,  this Agreement  shall be
         deemed to have been drafted jointly by each of the parties.

14.      FURTHER DOCUMENTATION AND ASSISTANCE

         You agree,  following the  consummation of the  repatriation of the Net
         Profits  Interest,  to cooperate with Nona, its officers and directors,
         to  execute  additional  instruments  and take  such  action  as may be
         reasonably  requested  by Nona or  NuOasis  to carry out the intent and
         purpose of this Agreement.

15.      MISCELLANEOUS

          A.   Authority.   The  persons   executing  this  Agreement  are  duly
               authorized  to do so.  Further,  Nona  and  you  each  represent,
               through such  executors,  that each has taken all action required
               by law or otherwise to properly and legally execute and carry out
               the terms of this Agreement.

          B.   Notices.  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 You:        Dragon Sight International Amusement
                               (Macau)Company
                              Room 3078, Diamond Square
                              3/F Shun Tak Centre
                              200 Connaught Road, Central Hong Kong
                              Telephone:        +852-2-559-8859
                              Facsimile:        +852-2-540-5020

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

               To Nona:       Nona Morelli's II Inc.
                              2 Park Plaza, Suite 470
                              Irvine, California 92614
                              Telephone: (714) 833-5381
                              Telefax: (714) 833-7854

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

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

          D.   Severability.  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 provisions which determined to be void,  illegal,  or
               unenforceable  shall be  limited  so that  they  shall  remain in
               effect to the extent permissible by law.

          E.   Assignment.  Neither party may assign this Agreement  without the
               express  written  consent of the other party,  however,  any such
               Assignment  shall be binding on and inure to the  benefit of such
               successor,  or,  in the  event of death or  incapacity,  on their
               heirs, executors, administrators and successors of any party.

          F.   Applicable Law. This Agreement shall be construed and enforced in
               accordance  with  the  laws  of  the  United  States,   State  of
               California

          G.   Attorney's   Fees.  If  any  legal  action  or  other   preceding
               (nonexclusively   including   arbitration)  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 dispute among the parties
               hereto,  the prevailing  party will be entitled to recover actual
               attorney's  fees (including for appeals and collection) and other
               costs  incurred in such action or proceeding , in addition to any
               other relief to which such party may be entitled.

          H.   Counterparts. 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.

          I.   Further  Documents.  Nona and you will at any time, and from time
               to time  after the date of this  Agreement,  cooperate  with each
               other  and  execute  such  additional  instruments  and take such
               action  as may be  reasonably  requested  by the  other  party to
               confirm  and  to  carry  out  the  intent  and  purpose  of  this
               Agreement.

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          J.   Amendment or Waiver. 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.  This  Agreement  may only be amended by a
               writing signed by all parties hereto.

          K.   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.

          L.   Facsimile Transmission.  If a party signs this Agreement and then
               transmits  an  electronic  facsimile  of the  signature  page  to
               another party,  the party who receives the  transmission may rely
               upon  the  electronic  facsimile  as a  signed  original  of this
               Agreement.


Sincerely,



/s/  John D. Desbrow
---------------------------
     John D. Desbrow
     Secretary and General Counsel


ACCEPTED THIS ----- Day of August, 1996

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



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                                   EXHIBIT "A"

                                     to the
                                Letter Agreement
                              Dated August 5, 1996



                            THE NET PROFITS INTEREST

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                                   EXHIBIT "B"

                                     to the
                                Letter Agreement
                                  Dated 5, 1996

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