EXHIBIT 10.142

                LETTER OF INTENT DATED SEPTEMBER 24, 1996 BETWEEN
                THE REGISTRANT AND GRAND HOTEL KRASNAPOLSKY N.V.

                           NuOasis International Inc.
                      43 Elizabeth Avenue o Nassau, Bahamas
        Telephone (011) 44-171-493-1166 o Facsimile (011) 44-171-493-1197

                                 October 7, 1996



Board of Directors
Grand Hotel Krasnopolsky N.V.
Dam 9 - 1012 JS
Amsterdam, The Netherlands

         RE:      Formation  and  capitalization  of a joint  enterprise,  to be
                  incorporated  under the laws of the Netherlands  Antilles (the
                  "NV  Company")  and  jointly  owned  in equal  proportions  by
                  NuOasis  International Inc., a corporation organized under the
                  laws of the Commonwealth of the Bahamas  ("NuOasis") and Grand
                  Hotel  Krasnopolsky  N.V., a corporation  organized  under the
                  laws of The Netherlands ("GHK")

Gentlemen:

This letter agreement, when countersigned as indicated below ("Agreement"), will
confirm  and  memorialize  the  agreement  by and among,  on the one hand,  Nona
Morelli's II Inc., a corporation  organized  under the laws of the United States
("Nona") and its wholly-owned subsidiary,  NuOasis, and on the other hand, Grand
Hotel  Krasnopolsky  N.V.,  a  corporation  organized  under  the  laws  of  The
Netherlands ("GHK"), to enter into the  within-described  series of transactions
(the  "Transaction")  whereby GHK (or its  designee)  and NuOasis will cause the
formation of the NV Company (as defined  herein) and capitalize  such enterprise
with cash,  securities and assets,  all upon and subject to the following  terms
and conditions.

This  Agreement  is made and entered  into by NuOasis  based upon the  following
facts:

          A.   NuOasis  has the right to acquire  seventy  percent  (70%) of the
               share capital of Cleopatra Palace Limited,  an Irish  corporation
               ("Cleopatra")  and NuOasis Resort & Casino,  Margarita A.V.V., an
               Aruba corporation in organization ("NuOasis Margarita"); and,

          B.   Cleopatra is the owner of all of the issued and outstanding share
               capital of Cleopatra Cap Gammarth Limited ("Cleopatra Gammarth"),
               Cleopatra Hammamet Limited ("Cleopatra Hammamet"),  and Cleopatra
               Palace   Monastir   Limited,   a  corporation   in   organization
               ("Cleopatra  Monastir"),  corporations serving as subsidiaries of
               Cleopatra and organized under the laws of Tunisia; and,

          C.   Cleopatra  Hammamet has the right to conduct casino gaming in the
               province of Hammamet,  Tunisia pursuant to an order issued by the
               government of Tunisia (the "Hammamet License") at a casino gaming
               facility  located in Hammamet (the "Hammamet  Casino"),  designed
               and built to suit  Cleopatra  pursuant  to the  Casino  Lease and
               Management  Operating contract with Societe Loisirs Club Hammamet
               (the  "Hammamet  Lease")  which  conveys  to  Cleopatra  Hammamet
               certain use and operating rights to the Hammamet Casino; and,


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          D.   Cleopatra  Gammarth has the right to conduct casino gaming in the
               province of Cap Gammarth,  Tunisia pursuant to an order issued by
               the  government  of Tunisia  (the "Cap  Gammarth  License")  at a
               casino gaming  facility (the "Cap Gammarth  Casino"),  located on
               the premises of the Le Palace  Hotel,  itself a part of the hotel
               and  commercial  park  known as  Cleopatra  Palace  Resort at Cap
               Gammarth,  designed and built to suit  Cleopatra  pursuant to the
               Casino  Lease and  Management  Operating  contract  with  Societe
               Loisirs  Club Cap  Gammarth  (the  "Cap  Gammarth  Lease")  which
               conveys to Cleopatra Gammarth certain use and operating rights to
               the Cap Gammarth Casino; and,

          E.   Cleopatra  World has the rights to manage the Le Palace Hotel and
               adjoining   commercial   establishments,   including   eight  (8)
               third-party operated restaurants and fifty-four (54) clothing and
               consumer  goods  retail  shops,  an  independent  health  club, a
               stand-alone   beach  club  and  forty  (40)   deluxe   apartments
               (collectively, the "Gammarth Hotel"); and,

          F.   Cleopatra Monastir, a corporation in organization,  has the right
               to  manage  and  option  to  purchase  the  1,000-room  hotel and
               entertainment  complex known  presently as the "Jockey Club" (the
               "Monastir  Hotel"),  in the  town of  Monastir,  Tunisia,  and to
               conduct  casino  gaming in a 50,000  square foot casino  facility
               (the  "Monastir  Casino"),  to be  built  to suit  for  Cleopatra
               pursuant to the  Agreement  with (the  "Monastir  Lease"),  which
               conveys to Cleopatra certain use, operating and management rights
               to  the  existing  hotel  and  entertainment  complex  and to the
               proposed casino; and,

          G.   NuOasis  Margarita,   a  corporation  in  organization,   has  an
               agreement in principle to acquire,  develop and own in perpetuity
               a 418-room  deluxe  hotel and 50,000  square foot  gaming  casino
               currently  known as the "Curacao  Beach Hotel",  presently  under
               construction  on  the  Island  of  Margarita,   in  the  southern
               Caribbean, which NuOasis intends to complete, open and operate as
               the  "NuOasis  Resort & Casino - Margarita  Isle (the  "Margarita
               Resort").

          H.   As  soon as  practicable  after  the  execution  hereof,  GHK and
               NuOasis  wish to enter into a joint  business  enterprise  in the
               form of a new  limited  liability  company  under the laws of the
               Netherlands  Antilles  (the  "NV  Company")  for the  purpose  of
               acquiring,  constructing,  developing,  operating and/or managing
               real and leasehold  interests in hotels, food services and casino
               gaming and  non-gaming-related  activities (generally referred to
               herein as "Properties"); and,

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          I.   The initial  Properties to be acquired,  developed,  operated and
               managed  by the NV  Company  will  be the  Hammamet  Casino,  the
               Gammarth  Casino and the Le Palace Hotel.  Subject to the initial
               level of capitalization  of the NV Company,  as set forth herein,
               it may also  acquire,  develop,  operate and manage the  Monastir
               Casino,  the Monastir Hotel, the Margarita Resort, and purchase a
               controlling ownership interest in the Le Palace Hotel.

Based upon these facts, and the representations and warranties contained herein,
our agreement is as follows:

1.       Formation and Capitalization of NV Company

         Subject to the  satisfaction  (or  waiver) of the terms and  conditions
         contained herein,  at the Closing (as herein defined),  NuOasis and GHK
         shall cause the formation of NV Company with  authorized  share capital
         of the equivalent of Forty Million Dollars  (USD40,000,000),  comprised
         of Forty Thousand  (40,000) shares with nominal value of the equivalent
         of One Hundred Dollars  (USD100) per share.  Immediately  following the
         formation of NV Company, GHK and NuOasis shall each subscribe for share
         capital of the NV Company as follows:

          A.   Subscription  by  NuOasis.   NuOasis  will  transfer,   or  cause
               Cleopatra to transfer to the NV Company,  in consideration  for a
               fifty  percent  (50%)  interest in the NV Company,  its rights to
               seventy percent (70%) interest in Cleopatra  Hammamet,  Cleopatra
               Gammarth,  Cleopatra Monastir and Cleopatra World, and its rights
               to fifty percent (50%) interest in NuOasis  Margarita (as defined
               herein  and  collectively  referred  to  herein  as the  "NuOasis
               Subsidiaries"); and,

          B.   Subscription by GHK. GHK will initially transfer,  or cause to be
               transferred to the NV Company the sum of Twenty  Million  Dollars
               (USD20,000,000),   less  the  "Pre-  Closing  Contributions"  (as
               defined  herein),  for  use by the NV  Company  to  complete  the
               construction,  development  and  opening  of the two (2)  casinos
               comprising  the  principal  assets  of  Cleopatra   Hammamet  and
               Cleopatra  Gammarth,   to  manage  and  acquire  the  rights  and
               ownership interest of Cleopatra World.  Subscription  payments by
               GHK shall be made as follows:

               (i)  USD3,500,000  upon  formation  of the NV Company and Closing
                    hereunder;

               (ii) USD12,000,000  payable  in two  (2)  equal  installments  of
                    USD6,000,000  due thirty (30) days and again sixty (60) days
                    following Closing herein;

               (iii)USD4,500,000  payable upon execution of the Hotel Management
                    Agreement (as defined  herein) with respect to the Le Palace
                    Hotel.

                    GHK  may  elect,   at  its   discretion,   to  make  further
                    contributions to fund the development of the Monastir Hotel,
                    Monastir   Casino   and   Margarita    Resort    ("Secondary
                    Contribution").

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2.       Advances by GHK

         During the period immediately following the execution hereof and ending
         the Closing Date (the "Pre-Closing  Period"),  GHK agrees to provide an
         amount of cash (the  "Pre-Closing  Contributions")  up to the lesser of
         USD2,000,000,  or such  amount as may be  required to pay the costs and
         expenses  incurred  or  becoming  due  during  the  Pre-Closing  Period
         (whether  before or after the  formation  of the NV  Company),  for the
         operation of the Le Palace Hotel,  the Hammamet Casino and the Gammarth
         Casino in  accordance  with the budgets for the  respective  facilities
         (the  "Pre-Opening  Budget"),   attached  hereto  and  incorporated  by
         reference as Schedule "1".

         Such  Pre-Closing  Contributions  (if any)  will be  collateralized  by
         NuOasis  by  the  pledge  and   delivery   to  a  mutually   acceptable
         escrowholder  of shares of Nona common  stock equal in value to 120% of
         the aggregate Pre-Closing Contributions.

3.       Use of Capital by NV Company

          A.   Completion of Development, Construction and Opening of NV Company
               Properties.  Upon Closing the NV Company  will  acquire  majority
               ownership  rights  and the  obligations  to  complete,  open  for
               business and manage or supervise  the  management  of the initial
               Properties.  It is mutually  agreed that the GHK  Capitalization,
               consisting  of up to  USD20,000,000  will be  utilized  by the NV
               Company,  unless otherwise agreed by the Operating  Committee (as
               defined below), as follows:

               (i)  USD6,500,000  will be  utilized  to  finance  the  remaining
                    Pre-Opening   Budget  costs  and  expenses  related  to  the
                    Hammamet Casino; and,

               (ii) USD7,000,000  will be  utilized  to  finance  the  remaining
                    Pre-Opening   Budget  costs  and  expenses  related  to  the
                    Gammarth Casino; and,

               (iii)USD4,500,000  will be utilized to finance and retire debt of
                    Cleopatra  World related to the opening and working  capital
                    requirements of the Le Palace Hotel.

          B.   Reimbursement  of Costs Paid by NuOasis  Pending  Closing.  Up to
               USD5,000,000 - USD1,000,000 out of Pre-Opening  Contributions (if
               any) may be utilized to reimburse  NuOasis or Cleopatra for costs
               and  expenses  incurred  during  the  Pre-closing  Period  in the
               furtherance  of the  development,  completion  and opening of the
               subject Properties and contained in the Pre-Opening Budget which,
               as of the date  hereof,  have been or will be incurred or accrued
               directly by NuOasis or Nona on behalf of the subject facilities.

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4.       Closing

         The closing of this Transaction (the "Closing") shall occur within five
         (5) business days  following  the  formation of the NV Company,  at the
         office of GHK or such other place or time as the parties  hereafter may
         mutually agree following the execution hereof.

         At  Closing  NuOasis  shall  cause the  transfer  to the NV  Company of
         seventy  percent (70%) of the share capital of (a) Cleopatra  Hammamet;
         (b) Cleopatra Cap Gammarth; and (c) Cleopatra World.

5.       Non-Disclosure;  Non-Circumvention

         NuOasis and GHK, for themselves  and on behalf of their  Affiliates (as
         defined below),  agree that, for a period of two (2) years  immediately
         following the termination of this Agreement, they will not:

          A.   Disclose.   Disclose  or  make  known  to  any  person,  firm  or
               corporation  not already in the public domain,  including but not
               limited  to the names or nature  of the  business  opportunities,
               businesses,  or addresses of any of the  projects,  Properties or
               customers of the other party or its  Affiliates,  any information
               pertaining to them; or,

          B.   Circumvent.  Call on, solicit,  or take away, attempt to call on,
               solicit, or attempt to take away any of the Properties, projects,
               business  opportunities,  properties (owned or in the negotiating
               stage), or customers of the other parties or their Affiliates, on
               whom the parties hereof called or became  acquainted  with during
               the process of  investigating  the feasibility of the transaction
               contemplated  by this  Agreement,  either  for  itself or for any
               other person, firm or corporation.

         For the  purposes  of this  Agreement,  an  "Affiliate"  of,  or person
         affiliated  with,  a  specified  person is a person  that  directly  or
         indirectly  through  one  or  more   intermediaries,   controls  or  is
         controlled by, or is under common  control with, the person  specified.
         The term associate means (I) a corporation or organization  (other than
         the NV  Company)  of which such  person is an officer or partner or is,
         directly or indirectly,  the  beneficial  owner of ten percent (10%) or
         more of any class of equity securities;  (ii) any trust or other estate
         in which such a person has a substantial  beneficial  interest or as to
         which such  person  serves as trustee  or in a similar  capacity;  and,
         (iii) any  relative or spouse of such  person,  or any relative or such
         spouse,  who has the same home as such person or is director or officer
         of the parties hereto.

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6.       Representations and Warranties of NuOasis

         In connection herewith,  and as an inducement to GHK to enter into this
         Agreement, NuOasis confirms that:

          A.   The NuOasis Subsidiaries. The shares of the NuOasis Subsidiaries,
               when  delivered,  will be free and  clear of  liens,  claims  and
               encumbrances;  NuOasis has all necessary right and power to enter
               into this  Agreement  and to cause  the  transfer  to NV  Company
               NuOasis'  seventy  percent  (70%)  of  the  equity  of  Cleopatra
               Hammamet, Cleopatra Gammarth, Cleopatra World, Cleopatra Monastir
               and fifty percent (50%) of NuOasis  Margarita,  Cleo Aruba, to NV
               Company as contemplated  herein; and, that any necessary approval
               by  regulatory  authorities,  shareholders  of  NuOasis  or third
               parties will be obtained prior to Closing.

          B.   Status of the NuOasis Subsidiaries. The NuOasis Subsidiaries with
               the exception of NuOasis Margarita and Cleopatra World, which are
               incorporated  under  the  laws of the  Netherlands  Antilles  and
               British Virgin Islands, respectively, are duly organized, validly
               existing,   and  in  good  standing   under  the  laws  of  their
               jurisdiction.

          C.   Capitalization of the NuOasis Subsidiaries. The capitalization of
               the NuOasis  Subsidiaries  is, as of the date hereof is comprised
               of the following:  (I) 1,000 shares of authorized  capital stock,
               TD1,000  par  value,  of which all 1,000  shares  are  issued and
               outstanding  as to  Cleopatra  Hammamet;  (ii)  1,000  shares  of
               authorized  capital stock,  TD1,000 par value, of which all 1,000
               shares are issued and outstanding as to Cleopatra Gammarth; (iii)
               50,000 shares of authorized capital stock,  USD1.00 par value, of
               which all  50,000  shares are  subscribed  but not yet issued and
               outstanding  as  to  Cleopatra   World;   (iv)  1,000  shares  of
               authorized  capital stock,  TD1,000 par value, of which all 1,000
               shares are  subscribed  but not yet issued and  outstanding as to
               Cleopatra Monastir;  and (v) 100,000 shares of authorized capital
               stock,  NAD1.00  par  value,  of which  all  100,000  shares  are
               subscribed  but not yet  issued  and  outstanding  as to  NuOasis
               Margarita.

          D.   Compliance  with  Laws,  Rules  and   Regulations.   The  NuOasis
               Subsidiaries  are in compliance with all applicable  laws,  rules
               and regulations, relating to their business, except to the extent
               that  non-compliance  would not materially  and adversely  affect
               their respective business, operations, or value of their assets.

          E.   Value  of  the  Principal  Assets  of the  NuOasis  Subsidiaries.
               NuOasis'  investment  in the NuOasis  Subsidiaries,  directly and
               indirectly  through  Cleopatra  and by way of costs and  expenses
               incurred   by   NuOasis   and  Nona  for  the   benefit  of  such
               subsidiaries,   as  of  the   date   hereof,   is   approximately
               USD17,100,000  represented by  USD16,000,000  invested by NuOasis
               which  NuOasis  or  Cleopatra  have  or  are in  the  process  of
               utilizing to provide  working  capital to and  guarantees for the
               use of Cleopatra Hammamet,  Cleopatra  Gammarth,  Cleopatra World
               and Cleopatra Monastir,  and approximately  USD1,100,000 in costs
               and expenses  incurred by Nona for which NuOasis and/or Cleopatra
               have assumed responsibility for reimbursement.  The allocation of
               such  investments  by NuOasis  are  identified  in  Schedule  "2"
               attached hereto (the "Investments").

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               In addition,  pursuant to the  agreement  in  principle  with the
               present  owners of the  Margarita  Resort,  NuOasis has agreed to
               purchase  the  property for  USD12,500,000  and a  commitment  to
               complete the  construction  and  furnishing of the property,  and
               contribute the facility to NuOasis  Margarita in exchange for its
               50% interest in NuOasis Margarita.

               Also,  pursuant to the  agreement in  principle  with the present
               owners of Le Palace Hotel, Cleopatra World has agreed to purchase
               the majority  interest,  being 55%, in the  Tunisian  corporation
               which  owns  the  Le  Palace  Hotel  for  USD18,500,000,  payable
               USD6,500,000 in cash at closing and  USD12,000,000 in the form of
               a  promissory  note,  the  terms  of  which  have  not  yet  been
               finalized.

          F.   Changes in Valuation of NuOasis Subsidiaries. Since September 30,
               1996 except as set forth in  Schedule  "A"  attached  hereto (the
               "Valuations"),  as may be  amended  from  time to time  prior  to
               Closing,  the  value  of the  principal  assets  of  the  NuOasis
               Subsidiaries,  net to the interest of being transferred to the NV
               Company  pursuant hereto is USD as set forth in Schedule "8" have
               not (I)  discharged  or  satisfied  any liens  other  than  those
               securing,  or paid any obligation or liability  which  materially
               change the values shown on the Valuations.

7.       NuOasis Subsidiaries;  Conduct of Business

          Between the date hereof and the date of Closing or termination hereof,
          except with the prior written  notice to GHK,  NuOasis shall cause the
          NuOasis Subsidiaries to:

          A.   Conduct  Business as Usual:  Conduct  their  business only in the
               usual and  ordinary  course and the  character  of such  business
               shall not be changed nor any different business be undertaken;

          B.   Maintain  Current  Capital  Structure:  Refrain  from  making any
               changes in their authorized or issued capital stock;

          C.   Avoid Special  Settlements:  Not discharge or satisfy any lien or
               encumbrance  or  obligation  or  liability,  other  than  current
               liabilities  shown  on  their  respective   financial  statements
               contained in the  Valuations,  and current  liabilities  incurred
               since that date in their respective course of business;

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          D.   Avoid  Distributions:  Not make any  payment or  distribution  to
               their respective stockholders, or purchase for cash or redeem any
               of their respective share capital;

          E.   Avoid Encumbrance or Cancellation of Debt: Not mortgage,  pledge,
               or subject to lien or encumbrance any of their respective assets,
               tangible or intangible not in the ordinary course of business;

          F.   Provide   Additional   Information:   Furnish   GHK   with   such
               documentation and information  regarding the NuOasis Subsidiaries
               as is reasonably requested.

8.        Agreement  to Cause NV Company to Retain GHK for  Management  of Hotel
          Properties

          Upon Closing the NV Company will cause Cleopatra World to enter into a
          Management  and Food  Service  Agreement  in form and  content  to the
          agreement  attached  hereto  as  Schedule  "5" with  GHK  (the  "Hotel
          Properties  Manager"),  as to the Le  Palace  Hotel,  and as to  other
          hotels acquired by the NV Company.  The Hotel Properties Manager shall
          supervise  all hotel and food  service  aspects of the Le Palace Hotel
          and other hotel properties acquired by NV Company, and shall authorize
          the  disbursement of funds by the NV Company for such  development and
          management in  accordance  with the  Pre-Opening  Budget for Le Palace
          Hotel as set forth herein or, as to all such future  hotel  properties
          with the approval of the Operating Committee.

9.        Agreement  to Cause NV Company to Retain  NuOasis  for  Management  of
          Casino Gaming Properties

          Upon Closing the NV Company will cause the  Properties to enter into a
          Gaming  Management  Agreement  identical  in form and  content  to the
          agreement  attached  hereto as Schedule  "6" (the  "Casino  Management
          Agreement")  with  NuOasis  ("Casino  Properties  Manager")  who  will
          configure the operational  design of the respective casinos and manage
          the day-to-day  operations of all casinos acquired or to be managed by
          the NV Company.

10.       Adoption of By-Laws of NV Company

          The NV Company shall  approve and adopt By-Laws  identical in form and
          content to the  agreement  attached  hereto as  Schedule  "7" (the "NV
          By-Laws")   which  shall  call  for  the  formation  of  an  Operating
          Committee,  which shall have four (4) members,  two (2) of which shall
          be  selected  by NuOasis and two (2) of which shall be selected by GHK
          (the "Operating  Committee").  The Operating  Committee shall make all
          determinations  by majority  vote;  provided that (i) a unanimous vote
          shall be required to approve the sale of all or  substantially  all of
          the NV Company's assets or equity  interest,  and (ii) in the event of
          an impasse  with respect to any  determination  to be made by majority
          vote, the membership of the Operating  Committee  shall be temporarily
          increased to five (5) members, with the fifth member to be selected by
          mutual  agreement  between GHK and  NuOasis,  in order to resolve such
          impasse by majority vote.

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11.       Conditions Precedent to Consummate Transaction

          The   obligation   of  GHK  or  NuOasis  to  effect  the   Transaction
          contemplated by this Agreement is subject to:

          A.   Formation  of NV Company;  Adoption  of  By-Laws.  The NV Company
               shall be duly formed as contemplated  herein,  and the NV By-Laws
               shall be approved by GHK and NuOasis.

          B.   Appointment  of NV  Company  Directors.  As  soon  as  reasonably
               practicable  after the  formation  of the NV Company,  but in any
               event on or before the Closing  Date,  NuOasis and GHK shall each
               appoint two (2)  directors  who shall be elected as  Directors of
               the NV Company.

          C.   Acceptance of the Value of the NuOasis Subsidiaries. GHK shall be
               satisfied  with the  results of its due  diligence  review of the
               NuOasis Subsidiaries,  including without limitation its review of
               (a)  the   Valuations,   (b)  matters   related  to  governmental
               permitting  and  approvals,  (c) legal aspects of the  respective
               Leases,  (d) physical aspects of the respective  Properties,  (e)
               revenues expected to be generated by gaming devices and tables at
               the respective casinos, (f) projected income and expenses for the
               respective   hotels,   (g)  all   documentation   evidencing  the
               transactions  described  in this  Agreement  to be  signed  on or
               before  the  Closing,  and (h) all other  matters  related to the
               feasibility of the Transaction.

          D.   Capitalization  of NV  Company by GHK.  GHK shall  tender the GHK
               Capitalization,  less the  aggregate  amount  of its  Pre-Closing
               Contributions (the GHK  Capitalization  after subtracting out the
               Pre-Closing Contributions shall hereinafter be referred to as the
               "Pre-Closing   Capital"),   for  development,   construction  and
               continuing  working  capital  purposes,  in  accordance  with the
               respective  budgets,  or amended  budget  adopted by the  parties
               hereto, or for purposes as otherwise required by the terms of any
               of the respective Leases.

          E.   Activities Covered.  The respective  management  agreements to be
               entered  into by the NV  Company,  NuOasis and GHK on the Closing
               Date shall be executed by all parties.

                                                    [NUOINLTD\AGR:GHKJVCO.LOI]-5

<PAGE>


Grand Hotel Krasnopolsky N.V.
October 7, 1996



12.      Additional Documents

         NuOasis and GHK each agree to execute such  additional  instruments and
         take such action as may be  reasonably  requested by the other party to
         effect the formation and  capitalization of the NV Company or otherwise
         to carry out the intent and purposes of this Agreement.

13.      Notices

         All notices and other communications  hereunder shall be in writing and
         shall  be sent by  prepaid  first  class  mail  to the  parties  at the
         following  addresses,  as amended by the parties with written notice to
         the other:

         To NuOasis:                NuOasis International Inc.
                                    43 Elizabeth Avenue
                                    Nassau, Bahamas
                                    Telephone:        +44-171-493-1166
                                    Facsimile:        +44-171-493-1197

         With copy to:              Bruno Hunziker
                                    Gruninger Hunziker Roth
                                    Thunstrasse 83, CH-3000
                                    Bern 16, Switzerland
                                    Telephone:       +41 (0) 31 356 5050
                                    Facsimile:       +41 (0) 31 356 5059

         To GHK:                    Grand Hotel Krasnopolsky N.V.
                                    DAM 9 - 1012 JS
                                    Amsterdam, The Netherlands
                                    Telephone:       + (31) 30 554 6011
                                    Facsimile:       + (31) 30 554 6127

         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.

14.      Applicable Law

         This  Agreement  was  negotiated  and  shall be  constructed  under and
         governed  by  the  laws  of  The   Netherlands,   notwithstanding   any
         conflict-of-law provision to the contrary.

                                                    [NUOINLTD\AGR:GHKJVCO.LOI]-5

<PAGE>


Grand Hotel Krasnopolsky N.V.
October 7, 1996



15.      Remedies on Disclosure or Circumvention

         The  parties  hereto  mutually  acknowledge  and agree  that the damage
         caused   by   breach   or   violation   of   the   non-disclosure   and
         non-circumvention terms and covenants contained herein are difficult to
         measure and, given such [LIQUIDATED DAMAGE CLAUSE]

16.      Authority

         The persons  executing  this  Agreement  are duly  authorized to do so.
         Further,  the parties hereto 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.

17.      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.

18.      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.

19.      Assignment

         Neither  party may assign this  Agreement  without the express  written
         consent  of the  other  party.  And,  in  the  event  of  any  approved
         arrangement,  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.

20.      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.

21.      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.

                                                    [NUOINLTD\AGR:GHKJVCO.LOI]-5

<PAGE>


Grand Hotel Krasnopolsky N.V.
October 7, 1996



22.      Facsimile Counterparts

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

Sincerely,

NuOasis International Inc.





ACCEPTED AND AGREED
THIS ----- DAY OF ----------, 1996

Grand Hotel Krasnopolsky N.V.



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

                                                    [NUOINLTD\AGR:GHKJVCO.LOI]-5

<PAGE>



                                  SCHEDULE "1"

                                     to the
                                    Agreement
                              Dated October 7, 1996

<TABLE>
<CAPTION>


                               PRE-OPENING BUDGET




                                             Cleopatra    Cleopatra      Le Palace     Cleopatra      Purchase of       NuOasis
                                             Hammamet     Gammarth         Hotel        Monastir      Interest in      Margarita
               Expenditure                    Casino       Casino         Mngmnt         Casino     Le Palace Hotel     Resort
---------------------------------------- -------------    ----------    -----------    ---------    ---------------    ---------
<S>                                      <C>              <C>           <C>            <C>          <C>                <C>        
Security Deposit                         $     1,000      $ 1,000       $    3,000
Advance Rent                                       *            -                -
Gaming devices and related supplies            2,286        2,286
Table games and related supples
Furniture, fixtures and equipment
  (non-gaming)                                 1,285        1,325
Pre-Opening working capital                      500          500
Pre-Opening advertising                          400          400
Bankroll                                       2,000        2,000
Contingency                                      500          500
         TOTAL

</TABLE>

<PAGE>



                                  SCHEDULE "2"

                                     to the
                                    Agreement
                              Dated October 7, 1996



                                 THE INVESTMENTS

<PAGE>



                                  SCHEDULE "3"

                                     to the
                                    Agreement
                              Dated October 7, 1996



                          THE HOTEL PROPERTIES MANAGER

<PAGE>



                                  SCHEDULE "4"

                                     to the
                                    Agreement
                              Dated October 7, 1996



                         THE CASINO MANAGEMENT AGREEMENT

<PAGE>



                                  SCHEDULE "5"

                                     to the
                                    Agreement
                              Dated October 7, 1996



                                 THE NV BY-LAWS

<PAGE>



                                  SCHEDULE "6"

                                     to the
                                    Agreement
                              Dated October 7, 1996



                NET INTEREST BEING TRANSFERRED TO THE NV COMPANY

<PAGE>



                                  SCHEDULE "A"

                                     to the
                                Letter Agreement
                              Dated October 7, 1996



                                 THE VALUATIONS

<PAGE>

<TABLE>
<CAPTION>


                                     SCHEDULE OF USE OF CAPITAL BY NV COMPANY




                                         Cleopatra     Cleopatra    Le Palace     Cleopatra  Purchase of   NuOasis
                                         Hammamet      Gammarth     Hotel         Monastir   Interest in   Margarita
               Expenditure               Casino        Casino       Mngmnt        Casino     Le Palace     Resort Hotel
---------------------------------------- -----------   -----------  ------------  ---------  -----------   ------------
<S>                                      <C>           <C>          <C>           <C>        <C>           <C>
                                                                                                              
Security Deposit                         $             $ 1,000,000  $  3,000,000  $          $         -   $          -
Advance Rent                               1,600,000                           -          -            -              -
Gaming devices and related supplies        2,400,000     2,500,000             -                       -      2,500,000
Furniture, fixtures and equipment
  (non-gaming)                             1,285,000     2,375,000             -                       -     11,000,000
Pre-Opening working capital                210,000         300,000     1,450,000               5,000,000(1)  12,000,000
Bankroll                                   2,000,000     2,000,000             -                       -      2,000,000
         TOTAL                           $ 7,495,000   $ 8,275,000  $  4,450,000  $          $ 5,000,000   $ 16,500,000
                                         ===========   ===========  ============ =========== ============= ============

</TABLE>

                                                    [NUOINLTD\AGR:GHKJVCO.LOI]-5