EXHIBIT 10.126

            MERGER AGREEMENT DATED FEBRUARY 28, 1996 BETWEEN NUOASIS
             INTERNATIONAL INC., A CALIFORNIA CORPORATION AND ALBION
               AVIATION COMPANY LIMITED, A BAHAMANIAN CORPORATION

                                MERGER AGREEMENT



     THIS  MERGER  AGREEMENT  is made  and  entered  into as of the  28th day of
February,  1996, by and between ALBION AVIATION COMPANY  LIMITED,  a corporation
organized  under the laws of the  Commonwealth  of the Bahamas  (the  "Surviving
Corporation"),  and  NUOASIS  INTERNATIONAL,   INC.,  a  California  corporation
("NuOasis").  The Surviving  Corporation and NuOasis are  hereinafter  sometimes
referred to collectively as the "Constituent Corporations."

                                    RECITALS:

A.   NuOasis is a privately  held company  engaged in the lawful act or activity
     for which a corporation may be organized under the General  Corporation Law
     of California other than the banking  business,  the trust company business
     or  the  practice  of a  profession  permitted  to be  incorporated  by the
     California Corporations Code.

B.   The   Surviving   Corporation   is  a  corporation   organized   under  the
     International  Business  Companies  Act (1990) of the  Commonwealth  of the
     Bahamas.

C.   The Boards of  Directors  of NuOasis  and the  Surviving  Corporation  have
     determined  that it is  advisable  that  NuOasis  merge  with  and into the
     Surviving Corporation,  and that the shareholders of NuOasis exchange their
     shares of the capital  stock of NuOasis  for shares of the common  stock of
     the  Surviving   Corporation.   The  transaction   contemplated  hereby  is
     hereinafter referred to as the "Merger".

D.   The  Constituent  Corporations  desire to enter into and adopt this  Merger
     Agreement for the purpose of setting  forth  certain  terms and  provisions
     that will  govern the Merger and to  consummate  the Merger as a "change in
     domicile  merger" in accordance  with the provisions of the applicable laws
     of the Commonwealth of the Bahamas.

E.   The principal  purpose of the Merger is to effectuate a change in corporate
     domicile from California to the Commonwealth of the Bahamas, to set forth a
     new capital  structure  and to reduce the number of issued and  outstanding
     shares of NuOasis.

                                   PROVISIONS:

     NOW,  THEREFORE,  in consideration of the mutual agreement  hereinafter set
forth,  in  accordance  with  the  provisions  of  the  applicable  laws  of the
Commonwealth  of the  Bahamas  and  the  General  Corporation  Law  of the  1995
Corporations  Code of the State of  California  and for the  purpose  of setting
forth the terms and conditions of the Merger, the mode of completing the Merger,
and the manner of  converting  the shares of the capital  stock of NuOasis  into
shares of the common stock of the  Surviving  Corporation,  the parties agree as
follows:

                                                    [NUOINTL\AGR:NUOBVIMG.AGR]-2

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                              I. THE REORGANIZATION


1.1  The Effective Time. The Merger shall be accomplished by filing  appropriate
     articles of merger with the governing  authority of the Commonwealth of the
     Bahamas and the  Secretary of State of the State of  California in the form
     provided  for  by  the  business   corporation   laws  of  such  State  and
     Principality  as  soon  as  practicable  after  execution  of  this  Merger
     Agreement.   The  term  "Effective   Time"  shall  mean  the  time  of  the
     effectiveness of the Merger under the International  Business Companies Act
     (No.  2 of 1990)  of the  Commonwealth  of the  Bahamas  provided  that the
     Articles of Merger and Merger  Agreement  are filed with the  Secretary  of
     State of the  State of  California  within  six  months  after  the time of
     effectiveness in the Commonwealth of the Bahamas.

1.2  Manner of Merger.  At the Effective Time,  NuOasis shall be merged into the
     Surviving  Corporation,  which shall be the  corporation  that survives the
     Merger. The corporate  existence of the Surviving  Corporation with all its
     purposes,  powers and objects shall  continue  unaffected and unimpaired by
     the Merger;  and, as the  corporation  surviving the Merger,  the Surviving
     Corporation  shall  by  governed  by the  laws of the  Commonwealth  of the
     Bahamas  and  shall  succeed  to  all  rights,   assets,   liabilities  and
     obligations of NuOasis,  as provided in the General  Corporation Law of the
     1995 Corporations Code of the State of California.  The separate existences
     and corporate  organizations of the Surviving Corporation and NuOasis shall
     cease at the Effective Time, and thereafter the Surviving Corporation shall
     continue as the Surviving Corporation under the laws of the Commonwealth of
     the  Bahamas  under  the  new  name  of  NuOasis  International,   Inc.,  a
     corporation  organized  under  the  Commonwealth  of the  Bahamas.  All the
     property, real, personal, and mixed, and all debts of other obligations due
     to NuOasis,  shall be  transferred  to and shall be vested in the Surviving
     Corporation,  without  further act or deed,  as  provided  in the  business
     corporation  laws  of the  Commonwealth  of the  Bahamas  and  the  General
     Corporation  Law of the 1995 California  Corporations  Code of the State of
     California.

1.3  Articles of Incorporation and Bylaws of the Surviving  Corporation.  At the
     Effective Time

     (a)  The Articles of  Incorporation of the Surviving  Corporation  shall be
          amended to change its name to "NuOasis International, Inc."

     (b)  The  Bylaws of the  Surviving  Corporation  shall be the Bylaws of the
          Corporation  surviving  this Merger,  except as they may thereafter be
          altered,  amended or repealed in accordance with law, or in accordance
          with the Articles of Incorporation of the Surviving Corporation or its
          Bylaws.

     (c)  The directors and officers of the Surviving  Corporation  shall be the
          directors and officers of the corporation surviving this Merger, until
          their  successors  shall  have  been  elected  and  qualified,  or  as
          otherwise provided by the International  Business Companies Act of the
          Commonwealth  of  the  Bahamas  and  in the  Bylaws  of the  Surviving
          Corporation. If at the Effective Time a vacancy exists in the Board of
          Directors of in any of the offices of the Surviving Corporation,  such
          vacancy  shall  thereafter  be filled in the  manner  provided  in the
          Bylaws of the Surviving Corporation.

                                                    [NUOINTL\AGR:NUOBVIMG.AGR]-2

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1.4  Status and  Conversion of Shares.  The manner of  converting  the shares of
     capital stock of NuOasis  outstanding  immediately prior to the Merger into
     shares of common stock of the Surviving Corporation shall be as follows:

     (a)  At the Effective Time, every One Hundred Thousand  (100,000) shares of
          the issued and  outstanding  no $.01 par value common stock of NuOasis
          shall by virtue of the  Merger and  without  any action on the part of
          the holder  thereof  become and be converted into one (1) share of the
          no par value  common  stock of the  Surviving  Corporation.  One whole
          share in the Surviving  Corporation shall be issued to any shareholder
          of NuOasis  with  respect  to any  fractional  share in the  Surviving
          Corporation resulting from such division.

     (b)  Any  shares  of the  capital  stock  of  NuOasis  that  may be held in
          treasury  as of  the  Effective  Time  shall  be  canceled  as of  the
          Effective Time, and shall not thereafter be issued or outstanding.

     (c)  After the Effective Time, each holder of a certificate or certificates
          theretofore  representing  outstanding  shares of the capital stock of
          NuOasis may surrender such  certificate or  certificates to such agent
          or agents as shall be  appointed  by the  Surviving  Corporation  (the
          "Exchange  Agent"),  and shall be  entitled  to  receive  in  exchange
          therefor a  certificate  or  certificates  representing  the number of
          whole shares of capital stock of the Surviving  Corporation into which
          the shares of capital stock of NuOasis theretofore  represented by the
          certificates so surrendered have been converted.

     (d)  If any certificate  evidencing  shares of the capital stock of NuOasis
          is to be issued in a name other than the name in which the certificate
          surrendered is  registered,  the  certificate so surrendered  shall be
          properly  endorsed and shall otherwise be in proper form for transfer.
          The person requesting the transfer shall pay to the Exchange Agent any
          transfer or other fees or taxes  required by reason of the issuance of
          a certificate in name other than that of the registered  holder of the
          certificate surrendered.

     (e)  The Surviving Corporation may, without notice to any person, terminate
          all  exchange  agencies  at any  time  after  120 days  following  the
          Effective Time. After such  termination,  all exchanges,  payments and
          notices  provided  for  in  this  Agreement  to be  made  to or by the
          Exchange Agent shall be made to or by the Surviving Corporation or its
          agent.

     (f)  On February 15, 1996,  notice of the proposed  merger was given to all
          shareholders of record of NuOasis.  On February 28, 1996, holders of a
          majority of the outstanding  shares of the $.01 par value common stock
          of NuOasis  approved  the Merger.  No  shareholder  voted  against the
          Merger or  elected  dissenter's  rights.  Under  California  law,  all
          NuOasis  shareholders,  by voting in favor of the Merger,  have waived
          any dissenter's  rights under the General  Corporation Law of the 1995
          Corporation's Code of the State of California.

                                                    [NUOINTL\AGR:NUOBVIMG.AGR]-2

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     (g)  The  sole  share  of no  par  value  common  stock  of  the  Surviving
          Corporation  shall be canceled as of the Effective  Time and shall not
          thereafter be issued or outstanding.

                                II. MISCELLANEOUS


2.1  Amendments.  This Merger  Agreement may be amended with the approval of the
     Boards of Directors of the  Constituent  Corporations at any time before or
     after the approval hereof by their respective  shareholders,  but after any
     such approval no amendment shall be made that  substantially  and adversely
     changes  the terms  hereof  as to any party  without  the  approval  of the
     shareholders of such party.

2.2  Extension;  Waiver.  At any time before the  Effective  Time,  the Board of
     Directors of either of the Constituent Corporations may (a) extend the time
     for the  performance  of any of the  obligations  or other  acts of another
     party  hereto,  or (b) waive  compliance  by another  party with any of the
     agreements or conditions  contained  herein.  Any such  extension or waiver
     shall be valid only if set forth in an  instrument in writing duly executed
     and delivered on behalf of such party.

     IN WITNESS WHEREOF, the Constituent  Corporations have executed this Merger
Agreement as of the day and year first above written.

                                        "Surviving Corporation"
                                        ALBION AVIATION COMPANY LIMITED
                                        a corporation organized under the laws
                                        of the Commonwealth of the Bahamas


                                        By:------------------------------------
                                           Name:
                                           Title:

                                        "NuOasis"
                                        NUOASIS INTERNATIONAL, INC.
                                        a California corporation



                                        By:------------------------------------
                                           Name:
                                           Title:

                                                    [NUOINTL\AGR:NUOBVIMG.AGR]-2

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