EXHIBIT 10.170

                            INDEMNIFICATION AGREEMENT



         THIS INDEMNITY  AGREEMENT  ("Agreement")  is made as of the 30th day of
May 1997 between NuOasis Gaming Inc., a Delaware corporation, with its principal
office located in Irvine,  California  (referred to herein as "Indemnitor")  and
Fred  Gordon  Luke,  an  individual  residing in Irvine,  California  and former
President  of  the  Board  of  NuOasis  Gaming,  Inc.  (referred  to  herein  as
"Indemnitee").

         IN  CONSIDERATION  of the sum of Ten Dollars ($10),  and other good and
valuable  consideration,  including  Indemnitee's  termination  of that  certain
Employment  Agreement dated August ___, 1995,  such  termination to be effective
upon the closing of the sale of all 250,000  shares of Series B Preferred  Stock
issued by NuOasis Gaming, Inc. to Joseph Monterosso and/or his assignees by Nona
Morelli's II, Inc.,  (the  "Resignation  Date"),  the receipt and sufficiency of
which is acknowledged, it is hereby agreed:

1.   INDEMNIFICATION  FOR PAST SERVICES.  Indemnitor shall indemnify  Indemnitee
     from any and all liability,  cost, loss or damage  Indemnitee may suffer or
     incur as a result  of  claims,  demands  or  judgments  against  Indemnitee
     arising  from  Indemnitee's  past  services in any  capacity to  Indemnitor
     brought  by any third  party,  except to the extent the same are due to any
     intentionally  wrongful or bad faith act of  Indemnitee,  but not excluding
     liability,  loss or  damage to  Indemnitee  attributable  to the  action or
     inaction by  Indemnitee's  successors in the  management of Indemnitor  for
     which Indemnitor shall be responsible.

2.   DEFENSE OF CLAIMS. Indemnitor also agrees to defend or reimburse Indemnitee
     for his  reasonable  costs in defending any claims brought or actions filed
     against  Indemnitee with respect to the subject of the indemnity  contained
     herein,  including those which may not result in a payment of indemnity due
     to  Indemnitor's  bad faith or  intentionally  wrongful  act or  omissions,
     whether  such claims or actions are  rightfully  or  wrongfully  brought or
     filed, provided, in any case, Indemnitor controls the defense of such claim
     or suit and Indemnitee complies with Paragraph 4 below.

3.   TERM OF INDEMNITY. The indemnity under this Agreement shall commence on the
     date  hereof,  and shall  continue in full force and effect  until June 30,
     2002 and beyond that date for any claim or action brought before that date.

4.   NOTICE OF CLAIMS BY INDEMNITEE.  Indemnitee  agrees to notify Indemnitor in
     writing  within ten (10) business days by registered  mail,  return receipt
     requested, at Indemnitor's address, of any claim made against Indemnitee in
     respect  to  obligations  for which  Indemnitee  is hereby  indemnified  by
     Indemnitor  against  or for which  Indemnitor  is  obligated  to  provide a
     defense.

5.   RELEASE OF CLAIMS BY INDEMNITOR. Indemnitor hereby releases Indemnitee from
     any and all claims or causes of action,  of any sort whatsoever,  excepting
     only claims based on bad faith,  intentional  misappropriation of funds for
     personal  use,  which  Indemnitor  may now or may  hereafter  have  against
     Indemnitee  from arising out of any action or omission of Indemnitee in his
     capacity as a direction or officer of Indemnitor from the beginning of time
     through the Resignation Date.

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6.   RELEASE OF CLAIMS BY INDEMNITEE. Indemnitee hereby releases Indemnitor from
     any and all claims and causes of action of any sort  whatsoever,  excepting
     only  compensation  due under any agreement  entered into by the parties or
     agreed to be  assumed by  Indemnitor  or Joseph  Monterosso  as part of the
     purchase by Joseph  Monterosso  and assigns of Series B Preferred  Stock of
     Indemnitor.

7.   UNKNOWN  CLAIMS.  This release  extends to claims which the parties may not
     know or suspect to exist at the time of executing  this  Agreement  and the
     parties  hereby waive the benefit of Section 1542 of the  California  Civil
     Code (and all other statutes and court  decisions of similar  import) which
     is set forth below:

              "A  general  release  does not  extend  to  claims  which  the
              creditor does not know or suspect to exist in his favor at the
              time of executing the release, which if known by him must have
              materially affected his settlement with the debtor."

8.   ASSISTANCE  WITH  CLAIMS.  In addition to the  indemnification  and release
     obligations of Indemnitor  hereunder,  Indemnitor  will provide  Indemnitee
     with access to any  information  and documents in its possession or control
     which  would  assist  Indemnitee  in the  defense of any claim  whatsoever,
     provided such  information  or document is not subject to a contractual  or
     legal restriction or disclosure.

9.   MISCELLANEOUS.

     A.   FURTHER  ASSURANCES.  At any  time and from  time to time,  after  the
          effective date,  each party will execute such  additional  instruments
          and take such action as may be reasonably requested by the other party
          to confirm or  otherwise  to carry out the intent and purposes of this
          Agreement.

     B.   WAIVER. Any failure on the part of any party hereto 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.

     C.   NOTICES.  All notices and other  communications  hereunder shall be in
          writing and shall be deemed to have been given if  delivered in person
          or sent by prepaid first class  registered or certified  mail,  return
          receipt  requested  tot he  parties  hereto,  or their  designees,  as
          follows:

                  To Indemnitor:            Joseph Monterosso
                                            NuOasis Gaming, Inc.
                                            550 15th Street
                                            San Francisco, CA 94103
                                            Telephone:        (415) 575-0222
                                            Telefax:          (415) 861-4177

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                  To Indemnitee:             Fred G. Luke
                                             2 Park Plaza, Suite 470
                                             Irvine, CA 92714
                                             Telephone: (714) 833-5381
                                             Telefax: (714) 833-7854

     D.   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.

     E.   GOVERNING LAW. This  Agreement was negotiated and is being  contracted
          for in the State of  California,  and shall be governed by the laws of
          the State of California, notwithstanding any conflict-of-law provision
          to the contrary.

     F.   BINDING  EFFECT.  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.

     G.   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 hereof. 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.

     H.   SEVERABILITY.  If  any  party  of  this  Agreement  is  deemed  to  be
          unenforceable,  the  balance of this  Agreement  shall  remain in full
          force and effect.

     I.   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 and may
          be  delivered  in original or by  facsimile  or similar  instantaneous
          electronic  transmission  device pursuant to which the signature of or
          on behalf of such  party can be seen,  and in such case the  facsimile
          execution  and  delivery  shall  be  considered  valid,   binding  and
          effective  for all purposes.  At the request of any party hereto,  all
          parties agree to deliver an original of this  Agreement as well as any
          facsimile,  telecopy or other  reproduction  hereof  subsequent to the
          effective date.

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

                                        "Indemnitee"

                                             /S/       FRED GORDON LUKE
                                        ---------------------------------------
                                                       Fred Gordon Luke

                                        "Indemnitor"
                                        NuOASIS GAMING, INC.

                                        By:  /S/       JOSEPH MONTEROSSO
                                             ----------------------------------
                                             Name:     Joseph Monterosso
                                             Title:    President

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