EXHIBIT 10.169

                            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 "Indemnitee")  and
Nona  Morelli's  II,  Inc.,  a  Delaware  corporation  with an office in Irvine,
California (referred to herein as "Indemnitor").

         IN  CONSIDERATION  of the sum of Ten Dollars ($10),  and other good and
valuable consideration, the receipt and sufficiency of which is acknowledged, it
is hereby agreed:

1.   INDEMNIFICATION FOR CLAIMS.  Indemnitor shall indemnify and hold Indemnitee
     harmless from any and all liability,  cost,  loss or damage  Indemnitee may
     suffer  or incur as a result  of any  claim,  demand  or  judgment  against
     Indemnitee  arising  out of a claim by a third  party  that  constitutes  a
     breach of any representation or warranty by NuOasis Gaming, Inc. under that
     certain Stock Purchase  Agreement by and between NuOasis  Gaming,  Inc. and
     the  shareholders  of  National  Pools  Corporation  or  that is due to the
     assertion  of a claim by any third party or the attempt to collect  debt by
     any  third  party  purportedly  due  from  NuOasis  Gaming,  Inc.  and  not
     specifically  set forth in Exhibit G to such Stock  Purchase  Agreement  or
     otherwise or that is due to the acquisition or disposition or management of
     Casino Management of America, Inc. by NuOasis Gaming, Inc. prior to May 30,
     1997;  provided,  however,  Indemnitor  shall have no liability  under this
     indemnity to the extent such loss,  cost, or damage is the direct result of
     the actions or omissions of  management  of  Indemnitee on and after May 5,
     1997.

2.   DEFENSE OF CLAIMS. Indemnitor also agrees to defend or reimburse Indemnitee
     for its  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  action or  inaction  after  Indemnitor  ceased to control
     Indemnitee's  affairs,  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.  Control of defense shall mean the right to select defense  counsel,
     which  shall  be  reasonably   acceptable   to   Indemnitee,   and,   after
     consultations  with  Indemnitee,  to  determine  the defense  strategy,  to
     authorize any  settlement  offer made to  plaintiff(s)  and to accept or to
     reject any settlement offer made by plaintiff(s).

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) 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.

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5.       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  to the  parties  hereto,  or their  designees,  as
          follows,  or at such other  address as either  party may  subsequently
          provide to the other pursuant to this paragraph:

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

                  To Indemnitor:   Nona Morelli's II, Inc.
                                   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.

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     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.

                                   "Indemnitor"
                                   NONA MORELLI'S II, INC.

                                   By:  /S/       FRED G. LUKE
                                        ---------------------------------------
                                                  Fred G. Luke

                                   "Indemnitee"
                                   NuOASIS GAMING, INC.

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

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