EXHIBIT 10.164

                            STOCK PURCHASE AGREEMENT



         THIS  STOCK  PURCHASE  AGREEMENT  (which  together  with  the  attached
exhibits, are referred to herein as "Agreement") is entered into this 1st day of
March 1996,  by and between  NuOasis  Gaming Inc., a Delaware  corporation  (the
"Company")  and the  shareholders  of National Pools  Corporation,  a California
corporation  ("NPC"),  who agree to become parties to this  Agreement  ("Selling
Shareholders") evidenced by their signatures hereto.

         WHEREAS,  the Selling Shareholders wish to sell and the Company desires
to  purchase  the NPC Shares in  exchange  for a series of  Secured  Convertible
Promissory Notes in the aggregate principal amount of $1,200,000, upon the terms
and conditions set forth in this Agreement.

         NOW,  THEREFORE,  in  consideration  of and in  reliance  on the mutual
promises and representations and warranties contained in this Agreement, and for
other good and valuable  consideration,  the receipt and sufficiency of which is
hereby acknowledged, the Selling Shareholders and the Company agree as follows:

1.       Definitions

          1.1  "Associate"  means with respect to any person,  (I) any member of
               the  immediate  family of such  person,  (ii) any entity of which
               such  person,  or any  member  of the  immediate  family  of such
               person, directly or indirectly,  owns any equity interest,  (iii)
               any entity of which such person,  or any member of the  immediate
               family of such person, serves as a director or executive officer,
               and (iv) any entity that directly or indirectly controls, or that
               is directly or indirectly  controlled by or under common  control
               with,  such person or any member of the immediate  family of such
               person.

          1.2  "Company  Disclosure  Documents" means the Company Financials (as
               defined herein), material agreements and corporate documents, and
               other  information   related  to  the  Company  material  to  its
               operations  for the three (3) fiscal years ending  September  30,
               1995,  and any and all interim  data or filings  through the date
               hereof to be provided by the Company  pursuant to this Agreement,
               including but not limited to the Company  Financials  (as defined
               herein) and other information required pursuant to the provisions
               of the  Securities  Exchange  Act of 1934 (the " '34 Act") or the
               Securities  Act of 1933,  as amended (the "'33 Act") as listed in
               Exhibit "C" to this Agreement.

          1.3  "Liabilities" means liabilities,  obligations,  or commitments of
               any nature, absolute, accrued, contingent, or otherwise, known or
               unknown, whether matured or unmatured.

          1.4  "NPC  Shares"  means all the  issued  and  outstanding  shares of
               National  Pools  Inc.,  a  California   corporation,   comprising
               33,324,684  shares of No Par value common stock or such number of
               shares as is delivered.

          1.5  "New Company  Shares" means shares of common stock in the Company
               issued  after the  effectiveness  of the  one-for-five  (1 for 5)
               reverse stock split, defined in paragraph 6.4.

          1.6  "NPC Disclosure  Documents"  means the NPC Financials (as defined
               in Section 5.4 herein) and the documents listed in Exhibit "D" to
               this Agreement.

          1.7  NPC Assets means assets  (excluding  the books and records of the
               Selling Shareholders), properties, leases, contracts, agreements,
               and rights of NPC of every type and description,  real, personal,
               and mixed, tangible and intangible, including without limitation,
               all cash on hand and in banks, trade accounts  receivable,  other
               accounts receivable, deposits, prepaid

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               items,  furniture  and fixtures,  office  equipment and supplies,
               real   property   and   improvements,    leases   and   leasehold
               improvements,  trademarks,  including the Hit-LottoTM,  1-800 Hit
               LottoTM,  and 1-900 Hit LotttoTM  trademarks and Hit-Lotto  Value
               Card deferred pre-operating costs, other tangible properties, and
               its  business  as  a  going  concern,  goodwill  and  proprietary
               computer  software  operating  system,  as  contained  in the NPC
               Financials and more fully described in Exhibit "B" hereto.

          1.8  "Person"   means  any   individual,   corporation,   professional
               corporation, limited partnership, association, or any other legal
               entity  through which an individual  or business  might  organize
               himself or itself.

          1.9  "Subsidiary"  means  any  corporation,  joint  venture,  or other
               entity in which either the Company, the Selling Shareholders,  or
               any other person  directly or indirectly own any voting or equity
               interest.

          1.10 "Tax" or  "Taxes"  mean any  federal,  state,  local,  or foreign
               income,  gross  receipts,  profits,  franchise,  doing  business,
               transfer,  sales,  use,  payroll,  occupation,  real or  personal
               property,   excise  and  similar   taxes   (including   interest,
               penalties, or additions to such taxes).

          1.11 "Tax  Returns"  or  "Tax  Reports"  mean  all  returns,  reports,
               estimates, information returns, and statements of any nature with
               respect to Taxes.

2.       Purchase and Sale of NPC Shares

          2.1  Purchase and Sale.  Upon the terms and subject to the  conditions
               of this  Agreement,  on the Closing Date, as defined in Paragraph
               3.1, the Selling  Shareholders agree to sell and transfer the NPC
               Shares to the Company and the Company  agrees to purchase the NPC
               Shares for the consideration set forth in this Agreement.

          2.2  Purchase Price. In exchange for the NPC Shares, the Company shall
               issue and deliver to the Selling Shareholders:

               2.2.1Secured  Convertible   Promissory  Notes  in  the  aggregate
                    principal  amount  of  One  Million,  Two  Hundred  Thousand
                    Dollars ($1,200,000),  together with a Security Agreement in
                    denominations and in the names of such Selling  Shareholders
                    as they mutually  agree and designate in writing at Closing.
                    The Notes may be convertible  into a total of 75,000,000 New
                    Company Shares as follows:

                    (A)  For every $250,000 of net operating  income reported by
                         NPC  under  generally  accepted  accounting  principles
                         after the Closing,  $4,000 in  principal  amount of the
                         Notes may be converted into 250,000 New Company Shares.
                         Note  conversions  shall occur  annually  following the
                         issuance   of   audited   financial   statements.   The
                         conversion  features  are  set  forth  on page 2 of the
                         Notes.

               2.2.2Two Hundred  Thousand  (200,000) New Company  Shares in such
                    denominations as Selling  Shareholders shall designate prior
                    to the Closing.

          2.3  Adjustment  to  Purchase  Price.  In the event one or more of the
               Selling  Shareholders  listed on the  signature  page  hereof are
               unable to deliver any of the NPC Shares, the aggregate  principal
               amount of the Notes and New Company  Shares shall be decreased by
               the  percentage  of NPC  Shares  which  cannot  be  delivered  at
               Closing.

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3.       Closing

          3.1  Date and Place.  The closing of the  delivery and transfer of the
               NPC Shares (the "Closing") shall occur on a date ("Closing Date")
               to be mutually  agreed upon by the Selling  Shareholders  and the
               Company  after (I)  exchange  of all  books,  records,  financial
               information,  documents,  and other materials  reasonably  deemed
               necessary to completion  of the  transaction  contemplated  under
               this  Agreement  and (ii)  completion of all review  periods,  as
               provided for in this Agreement.  Exchange of documents under this
               Agreement shall begin as soon as possible after execution. In any
               case,  the Closing Date shall be no later than December 31, 1996,
               and the effective date of this  transaction  shall be the date of
               Closing (the "Effective Date").

          3.2  Transactions  and Document  Exchange at Closing.  At the Closing,
               the following  transactions  shall occur and  documents  shall be
               exchanged, all of which shall be deemed to occur simultaneously:

               (A)  By the Selling  Shareholders.  The Selling Shareholders will
                    deliver, or cause to be delivered, to the Company:

                    (1)  The  documents  necessary to transfer the NPC Shares to
                         the Company pursuant to this Agreement,  in proper form
                         and substance reasonably acceptable to the Company;

                    (2)  The  Certificate  of  Representations   and  Warranties
                         executed  by  the  President  of  NPC,  as  defined  in
                         Paragraph 7.1;

                    (3)  The opinion of counsel as set forth in Paragraph 7.6;

                    (4)  Such other documents, instruments, and/or certificates,
                         if any, as are required to be delivered pursuant to the
                         provisions of this  Agreement,  or which are reasonably
                         determined  by the parties to be required to effectuate
                         the transactions  contemplated in this Agreement, or as
                         otherwise may be reasonably requested by the Company in
                         furtherance of the intent of this Agreement;

                    (5)  Audited  financial  statements  of NPC  dated as of its
                         most  recent  month  end  prior  to  the  Closing  Date
                         covering  all  operations  since the  inception of NPC.
                         Such  financial  statements  shall  be  audited  by  an
                         international  certified  public  accounting  firm.  If
                         audited   financial   statements   are  not  available,
                         alternatively  Selling  Shareholders  shall deliver all
                         books and  records of NPC to the extent  available  and
                         necessary  to  perform  such audit in  accordance  with
                         Regulation  S-X,  which books and records shall present
                         fairly  the   financial   condition   and   results  of
                         operations of NPC since  inception,  in accordance with
                         generally accepted  accounting  principles applied on a
                         basis consistent with prior accounting periods.

                    (6)  A certificate  dated within 30 days of the Closing Date
                         from the Secretary of State of California to the effect
                         that  NPC  is  in  good   standing   in  the  State  of
                         California;

                    (7)  All federal and state income  payroll tax and sales tax
                         returns  filed  by NPC and all  correspondence  related
                         thereto;

                    (8)  The denominations and names for issuance of the Notes.

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               (B)  By the  Company.  The  Company  will  deliver,  or cause the
                    following to be delivered, to the Selling Shareholders:

                    (1)  The Notes, as calculated according to Paragraph 2.2 and
                         2.3;

                    (2)  Stock   certificate(s)  in  the  name  of  the  Selling
                         Shareholders aggregating 200,000 New Company Shares.

                    (3)  The  Company   Certificate   of   Representations   and
                         Warranties, as defined in Paragraph 6.1;

                    (4)  A certificate dated at or within 30 days of the date of
                         the Closing from the  Secretary of state of Delaware to
                         the  effect  that the  Company  is a  corporation  duly
                         organized, validly existing, and in good standing under
                         the laws of the State of Delaware;

                    (5)  The opinion of counsel as set forth in Paragraph 6.7;

                    (6)  Such other documents, instruments, and/or certificates,
                         if any, as are required to be delivered pursuant to the
                         provisions of this  Agreement,  or which are reasonably
                         determined  by the parties to be required to effectuate
                         the transactions  contemplated in this Agreement, or as
                         otherwise  may be  reasonably  requested by the Selling
                         Shareholders  in  furtherance  of the  intent  of  this
                         Agreement.

          3.3  Post-Closing Documents. From time to time after the Closing, upon
               the  reasonable  request  of any  party,  the  party  to whom the
               request is made shall  deliver such other and further  documents,
               instruments,  and/or  certificates  as may be  necessary  to more
               fully vest in the requesting party the consideration provided for
               in this Agreement or to enable the requesting party to obtain the
               rights and benefits contemplated by this Agreement, including but
               not  limited to  delivery  of records of all books and records of
               NPC since inception.

4.       Representations and Warranties of the Company

         The Company represents and warrants to the Selling Shareholders that:

          4.1  Organization  and  Authority.  The Company is a corporation  duly
               incorporated,  validly  existing and in good  standing  under the
               laws of the  State of  Delaware,  with the  corporate  power  and
               authority  to carry on its business as now being  conducted.  The
               execution and delivery of this Agreement and the  consummation of
               the  transactions  contemplated  in this  Agreement have been, or
               will be  prior  to  closing,  duly  authorized  by all  requisite
               corporate actions on the part of the Company.  This Agreement has
               been duly executed and  delivered by the Company and  constitutes
               the valid, binding, and enforceable obligation of the Company.

          4.2  Ability  to Carry  Out  Agreement.  To the best of the  Company's
               knowledge  and belief,  the  execution  and  performance  of this
               Agreement  will  not  violate,  or  result  in a  breach  of,  or
               constitute a default in, any  provisions of  applicable  law, any
               agreement,  instrument,  judgment,  order or  decree to which the
               Company  is a party  or to  which  the  Company  is  subject.  No
               consents of any persons under any contract or agreement  required
               to be disclosed  pursuant to this  Agreement are required for the
               execution,  delivery,  and  performance  by the  Company  of this
               Agreement.

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          4.3  The Notes. The Notes to be issued pursuant to this Agreement will
               be  issued at  Closing,  free and  clear of  liens,  claims,  and
               encumbrances,  and the Company has all necessary  right and power
               to issue the Notes to the  Selling  Shareholders  as  provided in
               this  Agreement  without  the  consent or approval of any person,
               firm, corporation, or governmental authority.

          4.4  Capitalization of the Company.  The capitalization of the Company
               is,  as  of  the  date  hereof,   comprised  of  Thirty   Million
               (30,000,000)  shares of authorized $.01 par value common stock of
               which no more than Twenty Nine  Million,  Nine  Hundred  Thousand
               (29,900,000)  shares are issued and outstanding,  and One Million
               (1,000,000) shares of $.01 par value preferred stock of which One
               Hundred Seventy Thousand (170,000) shares of 14% Cumulative Class
               A Preferred Stock and Two Hundred Fifty Thousand (250,000) shares
               of Class B  Preferred  Stock  are  issued  and  outstanding.  The
               Company has certain  warrants to purchase common stock issued and
               outstanding   consisting   of  1,530,000  New  Class  A  Warrants
               exercisable  at $.50 per  share;  3,080,000  New Class B Warrants
               exercisable  at $.75 per  share;  1,510,000  New Class C Warrants
               exercisable  at  $1.00  per  share;  and  6,000,000  New  Class D
               Warrants  to  purchase  common  stock,  each New  Class D Warrant
               entitling  the holder  thereof to purchase two common shares at a
               purchase price of $.50 per share.  1,325,193 warrants to purchase
               shares of common  stock are  exercisable  at .21875 per share are
               also  outstanding  and  held  by  a  former  executive   officer.
               Additionally,  the Company  has  approximately  6,375,000  shares
               reserved for issuance  under  incentive and  non-qualified  stock
               options  granted  to  past  and  present   officers,   directors,
               employees and consultants.  All issued and outstanding shares are
               legally  issued,  fully  paid,  and  non-assessable,  and are not
               issued  in  violation  of the  preemptive  or other  right of any
               person.

          4.5  Financial  Information.  The Company has  provided to the Selling
               Shareholders,  or will  provide  prior to Closing,  copies of its
               Annual  Report on Form 10-K and/or 10-KSB for the three (3) years
               ending  at or  prior  to  September  30,  1995  and  the  interim
               quarterly  financial  statement  on Form 10-QSB for the  quarters
               ended  December 31, 1994,  March 31, 1995 and June 30, 1995.  The
               quarterly financial  statements and such Annual Reports,  and all
               other information included in such reports,  shall be referred to
               as the "Company  Financials".  The Company has no  obligations or
               liabilities (whether accrued, absolute, contingent, liquidated or
               otherwise,  including without  limitation any tax liabilities due
               or to become due) which are not fully  disclosed  and  adequately
               provided  for  in  the  Company  Financials,   excepting  current
               liabilities  incurred and obligations  under  agreements  entered
               into in the usual and ordinary  course of business since the date
               of the Company Financials,  none of which (individually or in the
               aggregate)  are  material  except as  expressly  indicated in the
               Company  Financials.  The Company is not a guarantor or otherwise
               contingently liable for any material amount of such indebtedness.
               Except as  indicated  in the  Company  Financials  or the Company
               Disclosure   Documents,   there  exists  no  default   under  the
               provisions of any instrument  evidencing such  indebtedness or of
               any agreement relating thereto.

          4.6  Litigation.  To the best  knowledge  and  belief of the  Company,
               except  as  disclosed  in the  Company  Disclosure  Documents  or
               Company  Financials  or  pursuant  to this  Agreement,  there  is
               neither pending nor threatened,  any action,  suit or arbitration
               to which its  property,  assets or business is or is likely to be
               subject and in which an  unfavorable  outcome,  ruling or finding
               will  or is  likely  to have a  material  adverse  effect  on the
               condition,   financial  or  otherwise,  or  properties,   assets,
               business or operations,  which would create a material  liability
               on the part of the  Company,  or which would  conflict  with this
               Agreement or any action taken or to be taken in  connection  with
               it.

          4.7  Tax  Matters.  The  Company  has filed or will file all  federal,
               state, and local income, excise, property, and other tax returns,
               forms,  or  reports,  which are due or required to be filed by it
               and has paid,  or made  adequate  provision  for  payment  of all
               taxes, interest, penalty fees, assessments, or deficiencies shown
               to be due or claimed to be due or which have or may become due on
               or in respect to such returns or reports.

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          4.8  Contracts.  Except as disclosed pursuant to this Agreement, or in
               the Company Disclosure Documents, there are no contracts,  actual
               or  contingent  obligations,   agreements,   franchises,  license
               agreements,  or other  commitments  between  the  Company and the
               Company  or  other  third  parties  which  are  material  to  the
               business,  financial  condition,  or results of  operation of the
               Company,  taken  as  a  whole.  For  purposes  of  the  preceding
               sentence,  the  term  "material"  refers  to  any  obligation  or
               liability which by its terms calls for aggregate payments of more
               than $50,000.

          4.9  Material  Contract  Breaches;   Defaults.  To  the  best  of  the
               Company's  knowledge  and  belief,  except  as  disclosed  in the
               Company Financials,  it has not materially  breached,  nor has it
               any  knowledge of any pending or  threatened  claims or any legal
               basis for a claim  that it has  materially  breached,  any of the
               terms or conditions of any agreements,  contracts, or commitments
               to which it is a party or is bound and which might give rise to a
               claim by anyone  against the Company  Shares.  To the best of its
               knowledge  and  belief,  the  Company  is not in  default  in any
               material  respect  under the terms of any  outstanding  contract,
               agreement,  lease, or other commitment which might give rise to a
               claim  against  the  Company  Shares,  and  there  is no event of
               default or other  event  which,  with  notice or lapse of time or
               both,  would  constitute a default in any material  respect under
               any such contract,  agreement,  lease, or other  commitment which
               might give rise to a claim against the Company  Shares in respect
               of which the Company has not taken adequate steps to prevent such
               a default from occurring.

          4.10 Securities  Laws.  The Company is a public company and represents
               that,  to the best of its  knowledge,  except as disclosed in the
               Company Disclosure  Documents,  or except as disclosed in Company
               Financials, it has no existing or threatened liabilities, claims,
               lawsuits,  or basis for the same  with  respect  to its  original
               stock issuance to its founders,  its initial public offering, any
               other issuance of stock,  or any dealings with its  stockholders,
               the  public,  the  brokerage   community,   the  SEC,  any  state
               regulatory agencies, or other persons. The Company is required to
               file  periodic  reports  under  Section 12(g) of the '34 Act. The
               Company represents that all reports required to be filed pursuant
               to the '34 Act and any applicable U.S. state "Blue Sky" laws have
               been filed.

          4.11 Brokers.  The Company has not agreed to pay any  brokerage  fees,
               finder's fees, or other fees or  commissions  with respect to the
               transactions contemplated in this Agreement which could give rise
               to a claim  against  the New  Company  Shares,  NPC Shares or the
               Notes,  or any  portion  thereof.  To the  best of the  Company's
               knowledge,  no person or entity is entitled,  or intends to claim
               that it is entitled,  to receive any such fees or  commissions in
               connection with such transactions.  The Company further agrees to
               indemnify and hold  harmless the other parties to this  Agreement
               against  liability to any broker claiming to act on behalf of the
               Company.

          4.12 Approvals.  Except as otherwise  provided in this  Agreement,  no
               authorization, consent, or approval of, or registration or filing
               with, any governmental  authority or any other person is required
               to be  obtained  or made by the  Company in  connection  with the
               execution, deliver, or performance of this Agreement.

          4.13 Full  Disclosure.  The  information  concerning the Company,  set
               forth in this Agreement, and in the Company Disclosure Documents,
               is, to the best of the Company's  knowledge and belief,  complete
               and  accurate in all  material  respects and does not contain any
               untrue  statement of a material  fact or omit to state a material
               fact  required  to make  the  statements  made,  in  light of the
               circumstances under which they were made, not misleading.

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          4.14 Date   of   Representations   and   Warranties.   Each   of   the
               representations  and  warranties of the Company set forth in this
               Agreement is true and correct at and as of the Closing Date, with
               the same force and effect as though made at and as of the Closing
               Date,  except  for  changes  permitted  or  contemplated  by this
               Agreement.

5.       Representations and Warranties of the Selling Shareholders

         The Selling Shareholders represent and warrant to the Company that:

          5.1  Organization and Authority.  NPC is a corporation duly organized,
               validly existing and in good standing under the laws of the State
               of  California,  with the  power  and  authority  to carry on its
               business  as now  being  conducted.  In  addition,  NPC  is  duly
               qualified to do business in each jurisdiction in which the nature
               of its  business  requires it to be so  qualified,  except to the
               extent  that the  failure to so qualify  does not have a material
               adverse  effect on the  business  of NPC,  taken as a whole.  The
               execution and delivery of this Agreement and the  consummation of
               the  transactions  contemplated  in this  Agreement have been, or
               will be prior to closing, duly authorized by all requisite action
               on the part of NPC as required,  or otherwise,  to the extent, if
               any, that such  authorizations are necessary.  This Agreement has
               been duly  executed  and  delivered  by NPC and  constitutes  the
               valid,  binding,  and enforceable  obligation of NPC,  subject to
               equitable principles and laws of bankruptcy and similar laws.

          5.2  Ability  to  Carry  out  Agreement.  To the  best of the  Selling
               Shareholders' knowledge and belief, the execution and performance
               of this Agreement will not violate,  or result in a breach of, or
               constitute a default in, any  provisions of  applicable  law, any
               agreement,  instrument, judgment, order or decree to which NPC is
               a party or to which NPC is subject,  other than such  violations,
               breaches,  or defaults which, singly or in the aggregate,  do not
               have a material  adverse  effect on its business as a whole or on
               the enforceability or validity of this Agreement.  No consents of
               any  persons  under any  contract  or  agreement  required  to be
               disclosed or disclosed  pursuant to this  Agreement  are required
               for the  execution,  delivery,  and  performance  by the  Selling
               Shareholders of this Agreement.

          5.3  Capitalization  of  NPC.  As of the  date  of  execution  of this
               Agreement, the capitalization of NPC is comprised of one class of
               capital  stock  consisting  of Thirty Five  Million  (35,000,000)
               shares of No Par value common stock, of which  33,324,684  shares
               were issued and are presently outstanding and held, of record, by
               the Selling  Shareholders in the amounts  opposite their names on
               the  signature  page  hereto.  All of the issued and  outstanding
               shares are duly authorized,  validly issued, fully paid, and have
               been  offered,  issued,  sold,  and  delivered by NPC in material
               compliance with all applicable federal and state securities laws.

          5.4  Financial Information.  The Selling Shareholders have provided to
               the  Company,  or  will  provide  prior  to  Closing,   financial
               statements  of NPC for all fiscal years ended since the inception
               of NPC and  reports for such  interim  periods  ending  since the
               latest   fiscal  year  ended,   and  such  other   documents  and
               information   relating  to  NPC's  current  financial   condition
               including  but  not  limited  to  its  purchase,   operation  and
               disposition,  if any,  of any NPC  assets and  liabilities.  Such
               financial  statements and other  financial  information  shall be
               referred to as the "NPC Financials".  If not audited, the Selling
               Shareholders  represent that all financial statements and reports
               included in the NPC Financials  have been prepared from the books
               and records of NPC (subject to normal year-end  adjustments)  and
               present fairly the financial  condition of NPC and the results of
               their  operations  for  the  periods  therein  specified,  all in
               accordance with generally accepted accounting  principles applied
               on a basis  consistent with prior accounting  periods.  Except as
               set  forth  in the  NPC  Financials,  NPC has no  obligations  or
            
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               liabilities (whether accrued, absolute, contingent, liquidated or
               otherwise,  including without  limitation any tax liabilities due
               or to become due) which are not fully  disclosed  and  adequately
               provided  for,   excepting  current   liabilities   incurred  and
               obligations  under  agreements  entered  into  in the  usual  and
               ordinary  course of business  since  September 30, 1995,  none of
               which (individually or in the aggregate) are material. NPC is not
               a guarantor  or  otherwise  contingently  liable for any material
               amount not disclosed in the NPC Financials,  nor does there exist
               any default under the provisions of any instrument evidencing any
               indebtedness of NPC or of any agreement relating thereto.

          5.5  Conduct  of  Business.   Since  September  30,  1995,  except  as
               disclosed  in the  NPC  Disclosure  Documents,  NPC  has  not (i)
               discharged or satisfied any liens other than those  securing,  or
               paid any obligation or liability other than, current  liabilities
               shown on the NPC  Financials  and  current  liabilities  incurred
               since the date of the NPC  Financials,  in each case in the usual
               or  ordinary  course of  business,  (ii)  mortgaged,  pledged  or
               subjected  to lien any of their  tangible  or  intangible  assets
               (other than purchase money liens incurred in the ordinary  course
               of  business  for such  assets  not yet paid  for),  (iii)  sold,
               transferred or leased any of their assets except in the usual and
               ordinary  course of business,  (iv) canceled or  compromised  any
               material  debt or  claim,  or  waived  or  released  any right of
               material value, (v) suffered any physical damage,  destruction or
               loss (whether or not covered by insurance)  materially  adversely
               affecting its  properties,  business or  prospects,  (vi) entered
               into any transaction  other than in the usual and ordinary course
               of business,  except as  contemplated  by this  Agreement,  (vii)
               encountered  any labor  difficulties  or labor  union  organizing
               activities,  (viii) made or agreed to any wage or salary increase
               or entered into any employment agreement, (ix) issued or sold any
               securities or granted any options with respect thereto, except as
               disclosed pursuant to this Agreement, (x) amended its Articles of
               Incorporation,  (xi)  agreed to declare or pay any  distributions
               with  respect  to their  outstan  ding  capital  stock,  or (xii)
               suffered or  experienced  any change in, or condition  affecting,
               the  condition  (financial  or  otherwise)  of their  properties,
               assets,  liabilities,  business,  operations or prospects,  other
               than  changes,  events or  conditions  in the ordinary  course of
               their  business  none  of  which  has  (individually  or  in  the
               aggregate)  been materially  adverse,  except as disclosed in the
               NPC Financials or Disclosure Documents.

          5.6  Litigation.  To the best  knowledge and belief of NPC,  except as
               disclosed  in the NPC  Disclosure  Documents,  there  is  neither
               pending nor threatened,  any action, suit or arbitration to which
               NPC's property,  assets or business is or is likely to be subject
               and in which an unfavorable outcome, ruling or finding will or is
               likely  to  have a  material  adverse  effect  on the  condition,
               financial  or  otherwise,  or  properties,  assets,  business  or
               operations  of NPC, or create any material  liability on the part
               of NPC or conflict with this  Agreement or any action taken or to
               be taken in connection herewith.

          5.7  Tax Matters.  NPC has filed all federal,  state and local income,
               payroll  and  sales  tax  returns  and  reports  which are due or
               required to be filed by it, and,  except as  disclosed in the NPC
               Disclosure  Documents,  has paid, or made adequate  provision for
               the payment of, all taxes,  interest,  penalties,  assessments or
               deficiencies  shown to be due or  claimed to be due or which have
               or may  become  due on or in  respect  to such  tax  returns  and
               reports.  Such  federal and state  income,  payroll and sales tax
               returns, to the best of the Selling  Shareholders'  knowledge and
               belief,  have not been  audited and are not being  audited by any
               governmental authority.

          5.8  Contracts and Options.  Except as disclosed in the NPC Disclosure
               Documents,   there  are  no   contracts,   actual  or  contingent
               obligations, agreements, franchises, license agreements, or other
               commitments  to which NPC is a party or by which it or any of its
               properties  or  assets  are  bound  which  are  material  to  the
               business,  financial condition, or its results of operation.  For
               purposes of the preceding sentence, the term "material" refers to

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

               any  obligation  or  liability  which by their  terms  calls  for
               aggregate  payments  of more than  $10,000.  Ron  McGee  holds an
               option to purchase 3,700,000 NPC Shares.

          5.9  Material Contract Breaches;  Defaults. Except as disclosed by the
               NPC  Financials or as reserved for therein,  to the best of their
               knowledge  and belief of the  Selling  Shareholders,  NPC has not
               materially  breached,  nor have they any knowledge of any pending
               or threatened  claims or any legal basis for a claim that NPC has
               materially  breached,  any  of the  terms  or  conditions  of any
               agreements,  contracts,  or commitments to which they are a party
               or is bound and which are  material  to the  business,  financial
               condition,  or results  of  operation  of NPC,  taken as a whole.
               Except as  disclosed  by the NPC  Financials  or as reserved  for
               therein,  to the best of their knowledge and belief,  neither the
               Selling  Shareholders  nor NPC are not in default in any material
               respect under the terms of any outstanding  contract,  agreement,
               lease,  or other  commitment  which is material to the  business,
               operations, properties, assets, or condition of NPC, and there is
               no event of default or other event which, with notice or lapse of
               time or both,  would constitute a default in any material respect
               under any such contract, agreement, lease, or other commitment in
               respect of which NPC has not taken adequate steps to prevent such
               a default from occurring.

          5.10 Selling  Shareholders.  Exhibit "F" hereto  accurately sets forth
               the identity of and their  relationship  with NPC, and the names,
               and titles of the persons  serving as directors and officers of a
               Selling  Shareholder,  if  any  such  Selling  Shareholder  is  a
               corporation.

          5.11 Employee  and  Labor  Matters.   The  NPC  Disclosure   Documents
               accurately set forth the names,  positions,  and annual salary of
               each person  employed by NPC,  including  officers,  whose annual
               salary including bonuses exceeds Ten Thousand Dollars  ($10,000).
               Except as disclosed in the NPC Disclosure  Documents,  NPC has no
               employment agreement that cannot be cancelled on thirty (30) days
               notice, or collective  bargaining  agreement  covering any of its
               employees and has encountered no material labor difficulties. The
               NPC  Disclosure  Documents also set forth a complete and accurate
               list of all employee benefit plans, including all profit sharing,
               bonus,  stock,  pension, or similar plans to which NPC is a party
               or by which NPC is bound. The Selling  Shareholders  will deliver
               or cause to be delivered to the Company prior to Closing complete
               and correct copies of all the agreements, plans, or other written
               materials identified in the NPC Disclosure Documents. There is no
               existing  default by NPC under any of the  agreements,  plans, or
               arrangements  identified  in the NPC  Disclosure  Documents,  and
               there exists no condition or circumstance  which,  with notice or
               lapse of time or both, would constitute such a default. Except as
               disclosed in the NPC Disclosure Documents, there is no pending or
               threatened labor dispute,  strike, slowdown, or work stoppage, no
               unfair  labor  practice  pending  against NPC before the National
               Labor  Relations  Board,  NPC is not engaged in any unfair  labor
               practice,  and there is no  grievance or  arbitration  proceeding
               pending  against,  or  threatened  to be  asserted  or  commenced
               against NPC under any  collective  bargaining  agreement or other
               labor  contract.  All Taxes relating to NPC which NPC is required
               by  law to  withhold  or  collect  have  been  duly  withheld  or
               collected   and  have  been   timely  paid  over  to  the  proper
               authorities to the extent due and payable.

          5.12 Real Properties.  Except as disclosed pursuant to this Agreement,
               NPC has good and  marketable  fee simple title to all of the real
               properties  owned  by  it,  including  without  limitation  those
               reflected in the NPC  Financials,  free and clear of any liens or
               encumbrances  except for  current  local  property  taxes not yet
               payable and any utility or other  easements  that do not and will
               not affect  operations  upon or about such real properties or the
               economic value or marketability thereof.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

          5.13 Other Properties and Equipment.  Except as disclosed  pursuant to
               this  Agreement,  NPC has  good  title,  subject  to no  security
               interests,  liens,  encumbrances,  or  claims of  others,  to all
               structures,  facilities,  machinery and equipment,  supplies, raw
               materials,  vehicles, tools, parts, office equipment,  furniture,
               furnishings, and all items of personal property and equipment in,
               at, on or about  such real  properties  owned or leased by it, or
               used  or  necessary  in its  operations  or  business,  including
               without  limitation  those reflected in the NPC  Financials.  All
               such structures,  facilities,  equipment, machinery, vehicles and
               tools are in reasonably  good operating  condition and repair and
               are sufficient to enable NPC to carry on its operations.

          5.14 Trademarks.  Except for the Hit-LottoTM,  1-800 Hit LottoTM,  and
               1-900  Hit  LotttoTM  trademarks  or  as  disclosed  in  the  NPC
               Disclosure Documents,  (i) NPC does not own or use any trademark,
               service   mark,   trade  name,   copyright  or  patent,   or  any
               registration  or  application  for  registration  of  any  of the
               foregoing, and (ii) to the best of NPC's knowledge and belief, it
               has not infringed or is infringing  upon any  trademark,  service
               mark, trade name,  copyright,  or patent that is owned or used by
               any other person.

          5.15 Leaseholds and Executory Contracts.  Except as disclosed pursuant
               to this Agreement,  each and every lease or executory contract to
               which  NPC is a  party  is  valid  and  enforceable.  NPC has not
               received  any notice of default by it under the terms of any such
               lease or executory contract which default remains uncured, and it
               is not in  material  breach or default by them under the terms of
               any such lease or executory contract.

          5.16 Investments.  NPC has  provided,  or will provide to the Company,
               prior to Closing, a complete and accurate  description of the NPC
               Assets, including but not limited to a list of all investments of
               NPC, which  accurately sets forth the nature of NPC's interest or
               ownership   in  each   investment   and,   if   applicable,   the
               jurisdictions  in which  the  respective  investments  have  been
               incorporated, organized, and currently doing business. Except for
               the  entities  identified  on  the  list  to be  provided  to the
               Company,  there is no corporation,  limited partnership,  limited
               partnership,  joint venture, association,  trust, or other entity
               or organization  which NPC directly or indirectly  controls or in
               which NPC directly or indirectly  owns any equity interest or any
               other interest.

          5.17 Permits. Except as disclosed pursuant to this Agreement,  NPC has
               obtained and maintained in full force and effect all  franchises,
               permits, certificates, authorizations, licenses and other similar
               authority  required by law or governmental  regulations  from all
               applicable  federal,  state or local  authorities  and any  other
               regulatory  authorities,  which are  necessary for the conduct of
               its  business as now being  conducted  by it and as planned to be
               conducted,  and it is  not in  default  or  noncompliance  in any
               material   respect  under  any  of  such   franchises,   permits,
               certificates,   authorizations,   licenses   or   other   similar
               authority.

          5.18 Compliance with Laws,  Rules, Etc. The  capitalization,  business
               and  operations  of NPC is and has been  conducted in  compliance
               with all applicable  federal,  state,  and local laws,  rules and
               regulations,  and it is  not in  violation  of any  terms  of any
               mortgage, indenture, contract, agreement,  instrument,  judgment,
               decree,  order,  statute,  rule  or  regulation  to  which  it is
               subject,  except to the extent  any  violation  or  noncompliance
               would  not   materially   and  adversely   affect  its  business,
               operations, properties, assets, or financial condition, except to
               the extent that any violation or  noncompliance  would not result
               in the incurring of any material liability. Further, NPC not been
               notified by any regulatory or  governmental  authority that it is
               now in  violation of any law,  rule,  regulation,  ordinance,  or
               order.

          5.19 Conflict of Interest Transactions. Except as disclosed in the NPC
               Disclosure Documents,  no past or present shareholder or employee
               of NPC, or any affiliate, and no Associate of any past or present
               shareholder or employee of NPC or any affiliate,  (i) is indebted

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

               to, or has any financial,  business, or contractual  relationship
               or arrangement with NPC or any affiliate,  (ii) has any direct or
               indirect interest in any property, asset, or right which is owned
               or used by NPC or any  affiliate,  or (iii) has been  directly or
               indirectly involved in any transaction with NPC or any affiliate.

          5.20 Corporate  Records.  Copies of all  corporate  books and records,
               including  but not  limited to stock  transfer  ledgers,  and any
               other  documents  and  records  of NPC  will be  provided  to the
               Company at Closing.  All such records and documents are complete,
               true, and correct.

          5.21 Banking Records. A true, correct,  and complete list of the names
               of each  bank in which  NPC has an  account  and the names of all
               persons  authorized  to draw  thereon  will be  delivered  to the
               Company as part of the NPC Disclosure Documents;  NPC has no safe
               deposit box.

          5.22 Brokers.  NPC has agreed to pay brokerage fees, finder's fees, or
               other  fees  or  commissions  with  respect  to the  transactions
               contemplated in this and other  Agreements to Daniel F. Sweet and
               Steve Burke and/or Public Gaming  Research  Institute Inc. To the
               best of NPC's  knowledge,  no other person or entity is entitled,
               or intends to claim that they are  entitled,  to receive any such
               fees or commissions in connection with such transactions. NPC and
               the Selling  Shareholders  further  agree to  indemnify  and hold
               harmless  the  Company  against  liability  to any  other  broker
               claiming to act on behalf of NPC.

          5.23 Approvals. Except as otherwise provided in this Agreement, to the
               best  knowledge  and  belief  of  the  Selling  Shareholders,  no
               authorization, consent, or approval of, or registration or filing
               with, any governmental  authority or any other person is required
               to be  obtained  or made by the  Selling  Shareholders  or NPC in
               connection with the execution,  delivery,  or performance of this
               Agreement.

          5.24 Full Disclosure. The information concerning NPC set forth in this
               Agreement,  in the  NPC  Disclosure  Documents,  and  in the  NPC
               Financials is, to the best of the Selling Shareholders' knowledge
               and belief,  complete and  accurate in all material  respects and
               does not contain any untrue  statement of a material fact or omit
               to state a material fact required to make the statements made, in
               light of the  circumstances  under  which  they  were  made,  not
               misleading.

          5.25 Date   of   Representations   and   Warranties.   Each   of   the
               representations  and warranties of the Selling  Shareholders  set
               forth in this  Agreement are joint and several,  and are true and
               correct at and as of the  Closing  Date,  with the same force and
               effect as though made at and as of the Closing  Date,  except for
               changes permitted or contemplated by this Agreement.

6.       Conditions Precedent to Obligations of the Selling Shareholders

         All  obligations of the Selling  Shareholders  under this Agreement are
         subject to the fulfillment, prior to or as of the Closing Date, of each
         of the following conditions:

          6.1  Representations   and   Warranties.   The   representations   and
               warranties  by the Company set forth in this  Agreement  shall be
               true and  correct at and as of the  Closing  Date,  with the same
               force and effect as though  made at and as of the  Closing  Date,
               except for changes  permitted or  contemplated by this Agreement.
               The Company shall  deliver on the Closing Date a  certificate  to
               this  effect,   referred  to  as  the  Company   Certificate   of
               Representations and Warranties.

          6.2  No Breach or  Default.  The  Company  shall  have  performed  and
               complied with all covenants,  agreements, and conditions required
               by this Agreement to be performed or complied with by it prior to
               or at the Closing.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

          6.3  Action to Pay Purchase  Price.  The Company  shall have taken all
               corporate  and other  action  necessary  to issue and deliver the
               Notes representing the Purchase Price to the Selling Shareholders
               pursuant to this Agreement.

          6.4  Reverse Split. The Company agrees to take the necessary corporate
               action to effect the 1 share for 5 share reverse split  ("Reverse
               Split"),   which  shall  apply  to  all   currently   issued  and
               outstanding   Company   common   stock.    Selling   Shareholders
               acknowledge  the  Company  must hold a  Shareholders'  Meeting to
               approve the Reverse Split prior to  implementation of the Reverse
               Split and prior to  issuance  of New  Company  Shares to  Selling
               Shareholders.

          6.5  Company Disclosure  Documents.  Before Closing,  the Company will
               have  delivered  to  the  Selling  Shareholders,  or  caused  the
               delivery of, the Company Disclosure Documents.

          6.6  Approval  of  Other  Instruments  and  Documents  by the  Selling
               Shareholders.  All  instruments  and  documents  delivered to the
               Selling Shareholders pursuant to the provisions of this Agreement
               shall be reasonably satisfactory to their legal counsel.

          6.7  Opinion of  Counsel.  The  Company  shall have  delivered  to the
               Selling Shareholders an opinion of counsel dated the Closing Date
               to the effect that:

               (A)  The Company is duly organized, validly existing, and in good
                    standing  under  the  laws of the  United  States,  State of
                    Delaware.

               (B)  The Company has the corporate power to conduct business and,
                    specifically,   to  carry  on  its  business  as  now  being
                    conducted and is duly qualified to do business in the United
                    States, State of California.

               (C)  All  corporate  actions  and  director  approvals  have been
                    properly  obtained  and  completed  by the  Company,  to the
                    extent,  if any,  that they are  necessary,  for all actions
                    required under this Agreement prior to Closing.

               (D)  This  Agreement  has been  duly  authorized,  executed,  and
                    delivered  by  the  Company  and  is  a  valid  and  binding
                    obligation  of the Company and, in this regard,  the Company
                    shall  provide the Selling  Shareholders  at Closing  with a
                    certified copy of the resolution or resolutions of the Board
                    of Directors of the Company,  approving and  authorizing the
                    issuance  by the  Company  of the  Notes  upon the terms and
                    conditions herein set forth.

7.       Conditions Precedent to Obligations of the Company

         All  obligations of the Company under this Agreement are subject to the
         fulfillment,  prior  to or as of  the  Closing  Date,  of  each  of the
         following conditions:

          7.1  Representations   and   Warranties.   The   representations   and
               warranties  executed  by the  President  of NPC on  behalf of the
               Selling  Shareholders  set forth in this Agreement  shall be true
               and  correct at and as of the Closing  Date,  with the same force
               and effect as though made at and as of the Closing  Date,  except
               for changes  permitted or  contemplated  by this  Agreement.  The
               Selling  Shareholders  shall cause to be delivered on the Closing
               Date  the  certificate  to  this  effect,  referred  to  in  this
               Agreement as the  Certificate of  Representations  and Warranties
               executed by the President and Chief Executive Officer of NPC.

          7.2  No  Breach  or  Default.  The  Selling  Shareholders  shall  have
               performed  and  complied  with  all  covenants,  agreements,  and
               conditions required by this Agreement to be performed or complied
               with by them prior to or at the Closing.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

          7.3  Action to Transfer  NPC Shares.  The Selling  Shareholders  shall
               have taken all action necessary to transfer the NPC Shares to the
               Company  pursuant  to  this  Agreement.   In  this  regard,   the
               conveyance(s)  of the NPC  Shares  shall  contain  such  good and
               sufficient   stock   powers,   and  other  good  and   sufficient
               instruments of sale,  conveyance,  transfer,  and assignment,  in
               form  and  substance  reasonably  satisfactory  to the  Company's
               counsel  and  with  all  requisite  documentary  stamps,  if any,
               affixed,  as shall be required or as may be  appropriate in order
               effectively  to vest in the  Company's  good,  indefeasible,  and
               marketable  title to the NPC Shares  free and clear of all liens,
               mortgages,   conditional   sales,   and  other  title   retention
               agreements,   pledges,  assessments,   covenants,   restrictions,
               reservations,  easements,  and all  other  encumbrances  of every
               nature.

               In addition to the conveyance and delivery of the NPC Shares, the
               Selling  Shareholders  shall have taken all action  necessary  to
               deliver all of NPC's corporate  books and records,  including but
               not  limited  to  its  files,  documents,   papers,   agreements,
               formulas,  books  of  account,  and  records  pertaining  to  its
               business,   and  evidence  of  compliance   with  the  California
               Corporations Code with respect to its securities, if required and
               requested by the Company's counsel.

          7.4  NPC Financials.  Before Closing,  the Selling  Shareholders  will
               have   delivered  the  NPC  Financials  and  all  NPC  Disclosure
               Documents  to the Company.  The NPC  Disclosure  Documents  shall
               specifically  include income statements related to the operations
               of NPC's  business  interests  up to and  including  December 31,
               1995.

          7.5  Approval of Other  Instruments and Documents by the Company.  All
               instruments  and documents  delivered to the Company  pursuant to
               the provisions of this Agreement shall be reasonably satisfactory
               to the Company and its legal counsel.

          7.6  Opinions,    Affidavits   and   Declarations   by   the   Selling
               Shareholders.  The Selling  Shareholders  shall have delivered to
               the Company evidence reasonably  satisfactory to the Company, and
               their counsel and auditors, dated as at the Closing Date, that:

               (A)  NPC  is  duly  organized,  validly  existing,  and  in  good
                    standing  under  the  laws of  California  and  that the NPC
                    Shares are free and clear of any and all liens, encumbrances
                    or contingent  liabilities  except as disclosed  pursuant to
                    this Agreement.

               (B)  NPC has the corporate  power to carry on its business as now
                    being  conducted  and is duly  qualified  to do  business in
                    California and in any other  jurisdiction  where required or
                    where the  non-qualification  to do  business  would  have a
                    material adverse affect on the value of its business.

               (C)  All action  and  approvals  required  in  connection  to the
                    transfer of the NPC Shares to the Company have been properly
                    taken, completed or obtained by the Selling Shareholders, to
                    the extent, if any, that they are necessary.

               (D)  This  Agreement  has been  duly  authorized,  executed,  and
                    delivered  by the  Selling  Shareholders  and is a valid and
                    binding obligation of the Selling Shareholders.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

8.       Covenants and Agreements of the Selling Shareholders

         Up to and including the Closing Date, the Selling Shareholders covenant
that:

          8.1  Access and  Information.  After the execution of this  Agreement,
               the Selling  Shareholders will cause NPC to permit the Company to
               have reasonable access to all information necessary to verify the
               representations  and warranties  made herein.  After the Closing,
               the Selling Shareholders will cause NPC to continue to permit the
               Company access to such additional  documentation  and information
               as is  reasonably  necessary to  completion  of the  transactions
               contemplated under this Agreement.

          8.2  Conduct of Business  as Usual.  Up until the  Closing  Date,  the
               Selling  Shareholders shall insure that NPC's operations shall be
               conducted  only in the usual  and  ordinary  course,  and that no
               change  will be made to such  operations  which  might  adversely
               affect  the  value of the NPC  Shares  to be  transferred  to the
               Company.

          8.3  Best  Efforts.  The  Selling  Shareholders  shall use their  best
               efforts to fulfill all  conditions  of the Closing  including the
               timely  solicitation of affirmative  consent of all third parties
               necessary to effect a Closing under this Agreement.

          8.4  Assent to Sale of NPC Shares. In the event the sale of NPC Shares
               is consummated,  then each of the Selling  Shareholders agrees to
               such sale and waives,  surrenders, and agrees not to exercise any
               rights which such Selling Shareholders might have to purchase any
               NPC Shares or have NPC redeem any NPC Shares.

9.       Covenants and Agreements of the Company

         Up to and including the Closing Date, the Company covenants that:

          9.1  Change in the Company Directors. The Company's Board of Directors
               currently consists of five (5) seats four of which are vacant. At
               Closing,  the Company  agrees that two (2) of the four (4) vacant
               seats  on the  Company's  Board  may be  filled  by two  (2)  new
               directors to be chosen by the Selling  Shareholders.  The parties
               acknowledge by separate agreement Gaming Solutions  International
               will  designate  one director to fill one of the other two (2) of
               such  four  (4)   vacancies.   In  the  event  Gaming   Solutions
               International  does not  complete  the  transaction  specified by
               separate  agreement,  then  Nona  Morelli's  II,  Inc.  shall  be
               entitled to designate  one director  instead of Gaming  Solutions
               International.  Neither  NuOasis  management  nor its Board shall
               recommend  the  election  of any new  outside  director  or other
               candidate to fill a subsequently created seat on the Board unless
               such  candidate has been approved by the NPC  representatives  or
               the Board or the Selling  Shareholders  as a group,  such consent
               not to be unreasonably withheld or delayed.

          9.2  Maintenance of Capital  Structure.  Up until the Closing Date, or
               termination  hereof,  whichever  is the  earlier,  except for the
               reverse split or as disclosed  herein or required under the terms
               of this  Agreement,  no change  shall be made in the  Articles of
               Incorporation or Bylaws of the Company, or the authorized capital
               stock of the Company.

          9.3  Avoidance  of  Distributions.  Up until  the  Closing  Date,  the
               Company  shall not declare any  dividends,  make any  payments or
               distributions  to its stockholders or purchase for cash or redeem
               any of its shares of capital stock.

          9.4  Access and  Information.  After the execution of this  Agreement,
               the  Company  will  permit  the  Selling   Shareholders  to  have
               reasonable  access to all  information  necessary  to verify  the
               representations and warranties of the Company. After the Closing,


                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>



               the Company  will  continue  to permit the  Selling  Shareholders
               access to such additional documentation and information regarding
               the  Company as is  reasonably  necessary  to  completion  of the
               transactions contemplated under this Agreement.

          9.5  Best  Efforts.  The Company shall use its best efforts to fulfill
               or obtain the fulfillment of all conditions of the Closing.

10.      Termination

          10.1 Termination without Cause This Agreement may be terminated at any
               time prior to the Closing  Date without cost or penalty to either
               party:

               (A)  Mutual   Consent.   By  mutual   consent   of  the   Selling
                    Shareholders and the Company.

               (B)  Actions or Proceedings.  By the Selling  Shareholders or the
                    Company,  (unless  the action or  proceeding  referred to is
                    caused by a breach  or  default  on the part of the  Selling
                    Shareholders or the Company of any of their representations,
                    warranties,  or obligations under this Agreement),  if there
                    shall be any actual or threatened action or proceeding by or
                    before any court or any other  governmental body which shall
                    seek to restrain,  prohibit,  or invalidate the transactions
                    contemplated by this Agreement and which, in the judgment of
                    the Selling Shareholders or the Company,  made in good faith
                    and  based  upon  the  advice  of  legal  counsel,  makes it
                    inadvisable to proceed with the transactions contemplated by
                    this Agreement.

               (C)  Less than 80% of NPC Shares Participate.  By the Company, if
                    less than 80% of the outstanding  shares of NPC are tendered
                    to the Company at the Closing.

          10.2 Termination with Cause

               This Agreement may be terminated,  with the terminating  party to
               be  reimbursed  by the  other  party of all  expenses  and  costs
               related to this Agreement, if:

               (A)  Breach or  Noncompliance  by the Selling  Shareholders.  The
                    Selling  Shareholders  shall fail to comply in any  material
                    aspect  with any of their  representations,  warranties,  or
                    obligations   under  this  Agreement,   or  if  any  of  the
                    representations   or   warranties   made   by  the   Selling
                    Shareholders, or any one of them, under this Agreement shall
                    be inaccurate in any material respect.

               (B)  Breach or  Noncompliance  by the Company.  The Company shall
                    fail  to  comply  in any  material  aspect  with  any of its
                    representations,   warranties,  or  obligations  under  this
                    Agreement,  or if any of the  representations  or warranties
                    made by the Company under this Agreement shall be inaccurate
                    in any material respect.

11.      Securities Registration;  Disclosure

          11.1 Private Transaction. The Selling Shareholders understand that the
               Notes issued pursuant to this  Agreement,  have not been nor will
               they be registered  under the  Securities  Act of 1933 as amended
               ("'33  Act"),   but  are  issued   pursuant  to  exemptions  from
               registration  including  but  not  limited  to  Regulation  D and
               Section 4(2) of the '33 Act, and the  Company's  reliance on such
               exemptions  in  issuing  the Notes is  predicated  in part on the
               representations of the Selling  Shareholders set forth herein and
               in the  Investment  Letter  attached  hereto as Exhibit  "E" (the
               "Investment  Letter"),  to be  executed  by each  of the  Selling
               Shareholders and delivered to the Company at Closing.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

          11.2 Access  to   Information.   Each  of  the  Selling   Shareholders
               represents   that,  by  virtue  of  their   respective   economic
               bargaining  power or otherwise,  he/she has had access to or have
               been furnished with, prior to or concurrently  with Closing,  the
               same  kind  of   information   that  would  be   available  in  a
               registration  statement under the '33 Act should  registration of
               the Notes issued  pursuant to this Agreement have been necessary,
               and that they have had the  opportunity  to ask  questions of and
               receive answers from the Company's officers and directors, or any
               party  acting on their  behalf,  concerning  the  business of the
               Company  and that they  have had the  opportunity  to obtain  any
               additional information,  to the extent that the Company possesses
               such information or can acquire it without  unreasonable  expense
               or  effort,  necessary  to verify  the  accuracy  of  information
               obtained or furnished by the Company.

12.      Indemnification

         As provided herein, the Selling Shareholders and the Company shall each
         indemnify  and hold  harmless the other for one (1) year  following the
         date of Closing  under  this  Agreement  against  and in respect of any
         liability,  damage,  or deficiency,  all actions,  suits,  proceedings,
         demands, assessments,  judgments, costs and expenses resulting from any
         misrepresentations,  breach  of  covenant  or  warranty,  or  from  any
         misrepresentation  contained in any certificate furnished hereunder. In
         this regard,  the Selling  Shareholders  agree that the Company is held
         harmless  from and  indemnified  against any loss,  damage,  or expense
         resulting  from the  falsity  or breach of any of the  representations,
         warranties,  or agreements of the Selling Shareholders contained herein
         under  which  the  Notes  hereunder  are  transferred  to  the  Selling
         Shareholders.  The Company's right of indemnification  shall be limited
         exclusively  to the right of offset of any loss,  damages and  expenses
         incurred against sums due Selling Shareholders under the Notes.

13.      Covenant Not to Compete

          13.1 Each  Selling  Shareholder  agrees  that for a period of five (5)
               years from and after the date of the Closing, he will not, unless
               acting with the  Company's  prior  written  consent,  directly or
               indirectly,  own, manage,  operate, join, control, or participate
               in the  ownership,  management,  operation,  or control of, or be
               connected as an officer,  employee,  partner,  or otherwise with,
               any business  engaged in the business of organizing or managing a
               pooled   betting  scheme  or  lottery  debit  cards  and  related
               activities   within  the  United   States,   except  any  Selling
               Shareholder may own not more than five percent (5%) of the common
               stock of any company whose stock is traded in any stock  exchange
               or  over-the-counter.  The  Selling  Shareholders  agree that the
               remedy at law for any breach of the foregoing  will be inadequate
               and that the Company and NPC shall be  entitled,  inter alia,  to
               temporary and permanent  injunctive  relief without the necessity
               of proving actual damage to the Company or NPC.

          13.2 In  consideration of the Selling  Shareholders'  agreement not to
               compete set forth in subparagraph  13.1 above,  but regardless of
               whether  or  not  such  agreement  is  legally  enforceable  (and
               regardless of whether or not any  stockholder  remains in life or
               remains  as  custodian),  the  Company  has  agreed  to grant the
               Selling  Shareholders the option to convert any and all principal
               and interest  accruing under the Notes into New Company Shares as
               set forth herein and in the Notes.

14.      Right of Set-Off

         In the event that the Selling  Shareholders  incur any liability  under
         this  Agreement  to the Company over and above the  limitations  herein
         provided,  the Company shall allocate such liability among such Selling
         Shareholders  pro rata in accordance with their  respective  stock, and
         shall  then  have the  right to set off  such  proportionate  liability
         against the principal amount due to such Selling  Shareholder(s)  under
         the  Notes.  The  rights of the  Company  to  indemnification  shall be
         limited  exclusively  to  the  right  of set-off,  but shall not in any
         event exceed the amount of $1,200,000 plus any accrued interest.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

15.      Right to Transfer or Liquidate NPC and Substitute Collateral

         The Selling  Shareholders  specifically agree that the Company shall be
         entitled at any time after the  Closing to transfer  any and all of the
         NPC Shares to any person, firm, or entity,  including,  but not limited
         to a corporation controlled by or affiliated with the Company, provided
         that no such  transfer  shall in any way  relieve  the  Company  of its
         obligations  under this  Agreement or under the terms of the Notes.  In
         the event of any such transfer,  the transferee  shall be authorized to
         liquidate and dissolve NPC. In such event the New Company  Shares shall
         be substituted as collateral for the NPC Assets  liquidated as to which
         a security  interest is granted to the Selling  Shareholders  under the
         terms of the Notes,  a copy of which is attached as Exhibit "A". In the
         event of any such transfer and  dissolution,  the parties  specifically
         agree to execute or cause to be executed as reasonably requested by any
         other party from time to time such  instruments and documents as may be
         necessary  in order to carry out and  effectuate  the  purposes of this
         Agreement and particularly of this paragraph 15.

16.      Confidential Information

         Notwithstanding any termination of this Agreement, the Company, NPC and
         the Selling Shareholders,  and their representatives,  agree to hold in
         confidence  any  information  not  generally  available  to the  public
         received  by them from the  Company,  NPC or the  Selling  Shareholders
         pursuant  to  the  terms  of  this  Agreement.  If  this  Agreement  is
         terminated   for  any  reason,   the  Company,   NPC  and  the  Selling
         Shareholders  and  their  representatives  will  continue  to hold such
         information as to NPC in confidence  and will, to the extent  requested
         by the  Selling  Shareholders,  promptly  return  to them  all  written
         material and all copies or abstracts  thereof furnished to the Company,
         NPC and the Selling Shareholders  pursuant hereto.  Notwithstanding any
         termination  of this  Agreement,  the  Selling  Shareholders  and their
         representatives  agree  to  hold  in  confidence  any  information  not
         generally  available  to the public  received  by them from the Company
         pursuant  to  the  terms  of  this  Agreement.  If  this  Agreement  is
         terminated  for  any  reason,   the  Selling   Shareholders  and  their
         representatives  will continue to hold such  information  in confidence
         and will, to the extent  requested by the Company,  promptly  return to
         the Company all written  material and all copies or  abstracts  thereof
         given to them or their representatives pursuant thereto.

17.      Conditions Subsequent to Closing

         In  the  event  the  Reverse  Split  defined  in  paragraph  6.4 is not
         implemented by the Closing,  the parties to this Agreement may elect to
         proceed with the Closing in which event the Company  shall,  as soon as
         legally permitted,  cause the Shareholders'  Meeting to be held and the
         Reverse  Split  approved and  implemented,  and the 200,000 New Company
         Shares set forth in paragraph 2.2.2 delivered to Selling Shareholders.

18.      Miscellaneous Provisions

          18.1 Survival of Representations and Warranties.  All representations,
               warranties,  and  covenants  made by any party in this  Agreement
               shall survive the Closing  hereunder and the  consummation of the
               transactions  contemplated  hereby  for three (3) years  from the
               Closing  Date.  The  Selling  Shareholders  and the  Company  are
               executing and carrying out the  provisions  of this  Agreement in
               reliance on the  representations,  warranties,  and covenants and
               agreements  contained in this  Agreement or at the Closing of the
               transactions herein provided for including any investigation upon
               which  they  might  have made or any  representations,  warranty,
               agreement, promise, or information,  written or oral, made by the
               other party or any other  person other than as  specifically  set
               forth herein.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

          18.2 Approval of the Selling Shareholders. The Company and the Selling
               Shareholders understand that this Agreement requires approval and
               participation by a majority of the Selling  Shareholders  holding
               at least  80% of the NPC  Shares,  and thus that all  rights  and
               obligations hereunder are subject to securing such approval. Each
               Selling  Shareholder,  by its execution hereof,  hereby gives its
               consent to the transaction contemplated by this Agreement. In the
               event that the  requisite  number of Selling  Shareholders  shall
               fail to approve this  Agreement,  then  notwithstanding  anything
               contained  herein  to  the  contrary,  this  Agreement  shall  be
               terminated  without liability to either the Selling  Shareholders
               or the Company.

          18.3 Costs and Expenses. Subject to paragraph 10 herein, all costs and
               expenses in the  proposed  sale and  transfer  described  in this
               Agreement  shall  be borne by the  Selling  Shareholders  and the
               Company in the following manner:

               (A)  Attorneys Fees and Costs. Each party has been represented by
                    its own attorney(s) in this transaction,  shall pay the fees
                    of its own attorney(s), except as may be expressly set forth
                    herein to the contrary.

               (B)  Costs of Closing. Each party shall bear its reasonable share
                    of all other  Closing  costs and expenses  arising from this
                    Agreement.

          18.4 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 perfect  title to any  property
               transferred  hereunder  or  otherwise to carry out the intent and
               purposes of this Agreement.

          18.5 Waiver. Any failure of any party to this Agreement 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.  The failure of any party to this  Agreement  to enforce at
               any time any of the provisions of this Agreement  shall in no way
               be construed to be a waiver of any such  provision or a waiver of
               the right of such party thereafter to enforce each and every such
               provision. No waiver of any breach of or non-compliance with this
               Agreement shall be held to be a waiver of any other or subsequent
               breach or non-compliance.

          18.6 Notices.  All notices and other  communications  hereunder  shall
               either be in  writing  and shall be deemed to have been  given if
               delivered in person,  sent by overnight  delivery service or sent
               by  facsimile  transmission,  to the  parties  hereto,  or  their
               designees, as follows:

               To the Selling Shareholders:       As  their  names and addresses
                                                  appear  on  the signature page
                                                  hereto

               To the Company:                    NuOasis Gaming Inc.
                                                  2 Park Plaza, Suite 470
                                                  Irvine, California  92714
                                                  Telephone:     (714) 833-5382
                                                  Facsimile:     (714) 833-7854

          18.7 Headings.   The  paragraph  and  subparagraph  headings  in  this
               Agreement are inserted for convenience  only and shall not affect
               in any way the meaning or interpretation of this Agreement.

          18.8 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.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

          18.9 Governing  Law. This  Agreement  shall be governed by the laws of
               the United States, State of California.

          18.10Binding 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.

          18.11Entire  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  of  this  Agreement.  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.

          18.12Severability.  If any  part of this  Agreement  is  deemed  to be
               unenforceable  the balance of the Agreement  shall remain in full
               force and effect.

          18.13Amendment.  This  Agreement  may be  amended  only  by a  written
               instrument executed by the parties or their respective successors
               or assigns.

          18.14Facsimile   Counterparts.   A   facsimile,   telecopy   or  other
               reproduction  of this  Agreement  may be  executed by one or more
               parties  hereto  and  such  executed  copy  may be  delivered  by
               facsimile of similar instantaneous electronic transmission device
               pursuant to which the signature of or on behalf of such party can
               be seen,  and such  execution  and delivery  shall be  considered
               valid, binding and effective for all purposes.  At the request of
               any party  hereto,  all  parties  agree to execute an original of
               this  Agreement  as  well as any  facsimile,  telecopy  or  other
               reproduction hereof.

          18.15Time is of the Essence.  Time is of the essence of this Agreement
               and of each and every provision hereof.

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

                                        "Company"
                                        NUOASIS GAMING INC.
                                        a Delaware corporation

                                        By:  /s/  Fred G. Luke
                                             ----------------------------------
                                        Name:     Fred G. Luke

                                        "Selling Shareholders"

                                        /s/  Bernard Accristo

                                        /s/  Paula Amanda

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                        /s/  Bartel, Eng, Linn & Schoder,
                                             a Law Corporation

                                        /s/  Raymond Benetti, Jr.

                                        /s/  Mary Bernstien

                                        /s/  Winona Bjorkland

                                        /s/  Gene Blount

                                        /s/  William Burgers

                                        /s/  James Cerretani

                                        /s/  Douglas Coats

                                        /s/  Gary Collins

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                        /s/  John Collins

                                        /s/  Michael Collins

                                        /s/  Dell'Oca Trust

                                        /s/  Mario Desenna

                                        /s/  Tony Gibbs

                                        /s/  Brian Heslip

                                        /s/  Colleen Heslip

                                        /s/  Drake Heslip

                                        /s/  Mark Heslip

                                        /s/  Nicole Heslip

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                        /s/  Heslip Trust

                                        /s/  Gerald Hill

                                        /s/  Carol Jackson

                                        /s/  Steven Jensen

                                        /s/  Henry Jones

                                        /s/  George Kern

                                        /s/  Matt Kern

                                        /s/  Mitch Kern

                                        /s/  William Liggett

                                        /s/  Marcy Milne McCann

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                        /s/  Ryan McCann

                                        /s/  Ronald McGee

                                        /s/  Norma McLean

                                        /s/  Domenick Migliorato

                                        /s/  Barbara Monterosso

                                        /s/  Dan Monterosso

                                        /s/  Joseph Monterosso

                                        /s/  Robert Rapp Trust

                                        /s/  George Rees

                                        /s/  Henrietta Rees

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                        /s/  Lee Rees

                                        /s/  Kathy Rees

                                        /s/  Theo Suter

                                        /s/  Michael Walsh

                                        /s/  Anthony Ward

                                        /s/  Lane R. Ward

                                        /s/  Janice Winkler

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                   EXHIBIT "A"

                                     to the
                            Stock Purchase Agreement
                               Dated December 19, 1996

                                      NOTES

                       CONVERTIBLE SECURED PROMISSORY NOTE

U.S. $                                                            January, 1996
                                                              Irvine, California

         FOR VALUE RECEIVED,  NuOasis Gaming Inc., a corporation organized under
the laws of the United States,  State of Delaware,  with its principal  place of
business  in  California  ("Maker"),  hereby  promises  to  pay  to ,  a  former
shareholder  of  National  Pools  Inc.,  a  California   corporation  ("Payee"or
"Holder") the principal sum of $( ) with  principal and accrued  interest at the
rate of eight  percent  (8%) per annum due and payable on February 28, 1998 (the
"Due Date").  This Convertible Secured Promissory Note (the "Note") is issued by
Maker  pursuant  to the Stock  Purchase  Agreement  of even date (the  "Purchase
Agreement").

         To secure the payment of this Note,  Maker hereby  grants to the Holder
pursuant to a Security  Agreement  dated of even date between Maker and Holder a
security  interest in the personal property set forth in Exhibit "A" hereto (the
"Collateral").  Upon  default,  the Holder may resort to any remedy  against the
Collateral  available  to a secured  party  under the Uniform  Commercial  Code;
provided,  however,  that  notwithstanding  anything  contained  herein  to  the
contrary this Note is non-recourse and Holder may not maintain an action against
Maker.

         All  documents  and  instruments  now or  hereafter  evidencing  and/or
securing the indebtedness  evidenced  hereby or any part thereof,  including but
not limited to this Note and the Security  Agreement of even date, are sometimes
collectively referred to herein as the "Security Documents."

         All  agreements  in this  Note and all  other  Security  Documents  are
expressly  limited so that in no  contingency  or event  whatsoever,  whether by
reason of  acceleration  of maturity  of the  indebtedness  evidenced  hereby or
otherwise, shall the amount agreed to be paid hereunder for the use, forbearance
or detention of money exceed the highest lawful rate permitted under  applicable
usury laws. If, for any circumstance whatsoever, fulfillment of any provision of
this  Note or any  other  Security  Document  at the  time  performance  of such
provision shall be due shall involve exceeding any usury limit prescribed by law
which a court of competent  jurisdiction may deem applicable hereto,  then, ipso
facto, the obligations to be fulfilled shall be reduced to allow compliance with
such limit, and if, from any circumstance  whatsoever,  Payee shall ever receive
as interest an amount which would exceed the highest lawful rate, the receipt of
such excess shall be deemed a mistake and shall be canceled automatically or, if
theretofore  paid, such excess shall be credited against the principal amount of
the  indebtedness  evidenced  hereby to which the same may lawfully be credited,
and any  portion  of such  excess  not  capable  of being so  credited  shall be
refunded  immediately  to Maker.  Maker and Payee  affirm that the  indebtedness
evidenced  represents the total consideration for the Property being acquired by
Maker pursuant to the Purchase Agreement.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

         Maker  shall  pay to Payee all  reasonable  costs,  expenses,  charges,
disbursements  and  attorneys'  fees  incurred  by Payee  following  an Event of
Default in collecting,  enforcing or protecting  this Note or any other Security
Document,  whether incurred in or out of court, including appeals and bankruptcy
proceedings.

         Maker  utilizes the  Collateral in any way to secure  financing,  Maker
agrees to pay the net  proceeds of such  financing to Payee to the extent of the
principal  balance of the Note,  and all  accrued  and unpaid  interest,  before
distributing any of such financing proceeds for other purposes.

Conversion Features of the Note

         This  Note is  convertible,  in whole or in part,  into  shares  of the
Maker's common stock as hereinafter provided.

         NPC's  financial  position shall be audited every year for the next ten
(10)  years for the  twelve  months  ending  September  30.  The audit  shall be
performed by an internationally  recognized  independent public accounting firm.
Said audit  shall be  completed  as soon as  possible  under the  circumstances.
Following  completion  of  the  audit  conversion  features  of  this  Note  are
activated.

         For the year ending  September 30, 1996. At any time during the 15 days
following  the release of audited  year end  financial  statements  by NPC,  the
Company shall notify each Noteholder of the option to convert all or part of the
principal  amount of the Note into New Company  Shares based upon the  following
formula.  "For every  $250,000  of net  operating  income  reported by NPC under
generally  accepted  accounting  principles  after Closing,  $4,000 in principal
amount of the Notes may be  converted  into  250,000  New  Company  Shares."(the
"Conversion  Formula") All  Noteholders as a group shall have the option but not
the  obligation,  to convert all or part of their Notes in  accordance  with the
Conversion  Formula.  Within 20 days  after  receiving  notice,  any  Noteholder
desiring  to  convert  all or part of the  principal  amount of his or her Note,
shall deliver to the  secretary of the Company a written  election to convert to
shares based upon the Conversion  Formula.  If the total amount specified in the
elections  by  Noteholders  exceeds the amount  available  under the  Conversion
Formula,  then each Noteholder  shall have priority,  up to the dollar amount of
principal  specified in his or her notice of election,  to convert to shares, in
the same proportion that the amount of principal, that he or she holds, bears to
the total  amount of  principal  eligible for  conversion  under the  Conversion
Formula.  Any eligible principal not converted on such a priority basis shall be
allocated in one or more successive allocations to those Noteholders electing to
convert more than the principal  amount to which they have a priority  right, up
to the  amount  of  principal  specified  in their  respective  notices,  in the
proportion  that  the  amount  of  principal  held by each of them  bears to the
outstanding  principal held by all of them. Further, if the Company has adequate
cash  reserves,  (i.e.,  more than  $1,500,000 in cash) a Noteholder can request
payment in full instead of  exercising  the option to convert or waiting for the
Note to mature on February 28, 1998.

         For the year ending  September 30, 1997. At any time during the 15 days
following  the release of audited  year end  financial  statements  by NPC,  the
Company shall notify each Noteholder of the option to convert all or part of the
principal  amount of the Note into New Company  Shares based upon the  following
formula.  "For every  $250,000  of net  operating  income  reported by NPC under
generally  accepted  accounting  principles  after Closing,  $4,000 in principal
amount of the Notes may be  converted  into  250,000  New  Company  Shares."(the
"Conversion  Formula") All  Noteholders as a group shall have the option but not
the  obligation,  to convert all or part of their Notes in  accordance  with the
Conversion  Formula.  Within 20 days  after  receiving  notice,  any  Noteholder
desiring  to  convert  all or part of the  principal  amount of his or her Note,
shall deliver to the  secretary of the Company a written  election to convert to
shares based upon the Conversion  Formula.  If the total amount specified in the
elections  by  Noteholders  exceeds the amount  available  under the  Conversion
Formula,  then each Noteholder  shall have priority,  up to the dollar amount of
principal  specified in his or her notice of election,  to convert to shares, in
the same proportion that the amount of principal, that he or she holds, bears to
the total  amount of  principal  eligible for  conversion  under the  Conversion
Formula.  Any eligible principal not converted on such a priority basis shall be
allocated in one or more successive allocations to those Noteholders electing to

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

convert  more  than the principal amount to which they have a priority right, up
to  the  amount  of  principal  specified  in  their  respective notices, in the
proportion  that  the  amount  of  principal  held  by each of them bears to the
outstanding principal held by all of them.

         For the years ending  September 30 1998 through 2001.  Any principal on
the Note  outstanding as of February 28, 1998, at the election of the Noteholder
shall be paid in full by the  Company  or be placed  into an earn out pool.  The
earn out pool shall be created upon the surrender of the Note to the Company and
in lieu of payment.  The earn out pool shall exist until the  completion  of the
annual audit of NPC for the year ending September 30, 2001 or full conversion of
all Note  principal in accordance  with the Conversion  Formula,  i.e. for every
$250,000  of net  operating  income  reported  by NPC under  generally  accepted
accounting principles after Closing, $4,000 in principal amount of the Notes may
be converted into 250,000 New Company Shares.  Each Noteholder shall participate
in conversion  based upon the  proportion  that the amount of principal  held by
each of them in the earn out pool bears to the outstanding principal held by all
of them in the earn out pool.

         Each of the following events or occurrences  shall constitute an "Event
of Default" hereunder:  (a) if default is made in the payment of any installment
hereunder,  or of any monetary amount payable hereunder,  under the terms of any
Security Document,  or under the terms of any other obligation of Maker to Payee
hereunder,  within  thirty (30) days  following the date the same is due; (b) if
default is made in the performance of any other promise or obligation  described
herein,  in any  Security  Document,  or in any  other  document  evidencing  or
securing any  indebtedness  of Maker to Payee  following  thirty (30) days prior
notice to Maker of such  default and the  failure of Maker to cure such  default
within said thirty (30) day period;  (c) if Maker shall execute an assignment of
any of its property for the benefit of creditors,  fail to meet any  obligations
herein described, be unable to meet its debts as they mature, suspend its active
business or be declared insolvent by any court, suffer any judgment or decree to
be rendered against it in an amount greater than US$10,000, suffer a receiver to
be  appointed  for  any  of  its  property,  voluntarily  seek  relief  or  have
involuntary  proceedings  brought against it under any provision now in force or
hereinafter  enacted of any law relating to bankruptcy,  or forfeit its charter,
dissolve, or terminate its existence; (d) if any writ of attachment, garnishment
or execution  shall be issued against Maker;  (e) if any tax lien be assessed or
filed against Maker;  (f) if any warranty,  representation  or statement made or
furnished  to Payee by or on behalf of Maker,  including  but not limited to any
information provided to Payee in conjunction with the Purchase Agreement.

         Upon the occurrence of any Event of Default,  which is not cured within
thirty (30) days after  notice of such  default is given by Payee or at any time
thereafter when any Event of Default may continue,  Payee may, at its option and
in  its  sole  discretion,  declare  the  entire  balance  of  this  Note  to be
immediately due and payable,  and upon such declaration all sums outstanding and
unpaid under this Note shall become and be in default,  matured and  immediately
due and payable,  without presentment,  demand, protest or notice of any kind to
Maker or any other person, all of which are hereby expressly waived, anything in
this Note or any other Security Document to the contrary notwithstanding.

         Payee and Maker hereby agree to trial by court and irrevocably agree to
waive jury trial in any action or proceeding  (including  but not limited to any
counterclaim)  arising  out of or in any way related to or  connected  with this
Note or any other Security Document,  the relationship  created thereby,  or the
origination,  administration or enforcement of the indebtedness evidenced and/or
secured by this Note or any other Security Document.

         This  Note has been  delivered  to Payee and  accepted  by Payee in the
State of California,  and shall be governed and construed generally according to
the laws of said State except to the extent that creation, validity,  perfection
or  enforcement  of any  liens or  security  interests  securing  this  Note are
governed  by the  laws of  another  jurisdiction.  Venue of any  action  brought
pursuant  to this  Note or any  other  Security  Document,  or  relating  to the
indebtedness  evidenced  hereby  or the  relationships  created  by or under the
Security  Documents shall, at the election of the party bringing the action,  be
brought in a State or United States  federal court of  appropriate  jurisdiction
located in or having jurisdiction over the State of California.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

Maker and Payee each waives any objection to the jurisdiction of or venue in any
such court and to the  service of process  issued by such court and agrees  that
each may be served by any method of process described in the State of California
or United States Federal Rules of Civil  Procedure.  Maker and Payee each waives
the right to claim that any such court is an  inconvenient  forum or any similar
defense.

         If, in any  jurisdiction,  any  provision  of this Note shall,  for any
reason, be held to be invalid,  illegal,  or unenforceable in any respect,  such
holding shall not affect any other  provisions of this Note, and this Note shall
be construed,  to the extent of such invalidity,  illegality or unenforceability
(and only to such  extent) as if any such  provision  had never  been  contained
herein. Any such holding of invalidity,  illegality or  unenforceability  in one
jurisdiction  shall not prevent valid  enforcement of any affected  provision if
allowed under the laws of another relevant jurisdiction.

         No waiver by the holder of any  payment or other  right under this Note
shall operate as a waiver of any other payment or right.

         In the event Maker  incurs any  liability  as a result of the breach of
any  representations (or omission to state any material facts) made (or omitted)
by Payee or  National  Pools  Corporation  pursuant to the  Purchase  Agreement,
Maker's  exclusive remedy shall be to offset against all sums due hereunder such
amounts it may deem necessary to fully indemnify it from any such liabilities.

         As used in this  Note,  the term  "person"  shall  include,  but is not
limited to, natural persons, corporations,  partnerships, trusts, joint ventures
and other legal entities,  and all combinations of the foregoing natural persons
or entities,  and the term "obligation" shall include any requirement to pay any
indebtedness and/or perform any promise, term, provision,  covenant or agreement
included or provided for in this Note or any other Security Document.

         This Note and any and all certificates issued in replacement thereof or
in exchange therefor,  will bear a restrictive  transfer legend in the following
form:

         "The  obligations  represented by this certificate and right to acquire
         shares of the Company's  common stock contained  herein,  have not been
         registered  under  the  Securities  Act of  1933  (the  "Act")  and are
         "restricted  securities"  as that term is defined in Rule 144 under the
         Act.  Neither  this debt  instrument  nor the  shares  for  which  this
         obligation may be exchanged may be offered for sale,  sold or otherwise
         transferred  except  pursuant to an  effective  Registration  Statement
         under the Act or pursuant to an exemption from  registration  under the
         Act, the availability of which is to be established to the satisfaction
         of the Company."

         Executed by the undersigned the year and day first above written.

                                        NUOASIS GAMING INC.

                                        By:  /s/  Fred G. Luke
                                             ----------------------------------
                                        Name:     Fred G. Luke

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                   EXHIBIT "A"

                                     to the
                       Convertible Secured Promissory Note
                              dated December 19, 1996

                                 THE COLLATERAL



The assets of National Pools Inc. described as follows:

         Office Equipment

         Software Order Processing System

         The trade names of Hit-LottoTM 1-800 Hit LottoTM, and 1-900 Hit LottoTM

         [NPC to provide detailed Asset descriptions]

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                               SECURITY AGREEMENT



         THIS  SECURITY  AGREEMENT  ("Agreement")  is executed as of this day of
January, 1996, by NUOASIS GAMING INC. (hereinafter referred to as the "Debtor"),
with a place of business located at 2 Park Plaza, Suite 470, Irvine,  California
92714, in favor of , its successors and assigns (hereinafter  referred to as the
"Secured Party").

         WHEREAS,  the  following  recitals  of fact are a material part of this
Agreement;  and,

         WHEREAS,  Secured  Party is  granting  credit to Debtor  pursuant  to a
Convertible  Secured  Promissory Note dated of even date which is required to be
secured by the real property described in Exhibit "A" to the Convertible Secured
Promissory  Note  (all of which  documents  and  instruments  evidencing  and/or
securing  indebtedness of Debtor to Secured Party are  collectively  referred to
herein, along with this Agreement,  as the "Security Documents").  Secured Party
is unwilling to grant credit to Debtor unless Debtor grants to Secured Party the
security interest granted herein according to the terms and conditions hereof.

1.       In  consideration of the granting of credit to Debtor by Secured Party,
         Debtor hereby grants to Secured Party a security interest  (hereinafter
         referred to as the "Security  Interest")  in the property  described on
         Exhibit "A" attached  hereto and made a part hereof,  whether now owned
         or hereafter acquired,  including all proceeds and products thereof and
         additions  and  accessions  thereto  (hereinafter  referred  to as  the
         "Collateral").  This  Agreement  and the rights  hereby  granted  shall
         secure  the  following  (hereinafter  collectively  referred  to as the
         "Obligations"):

          A.   Principal  and  Interest.  The  principal  amount  of  Borrower's
               indebtedness to Lender with interest  thereon as specified in the
               Security  Documents  and  any  other  sums  due  under  any  Loan
               Document, and any renewals,  extensions or modifications thereof;
               and

          B.   Expenses.  The  expense  of  all  legal  proceedings,   including
               attorneys' fees, brought by the Secured Party to enforce any Loan
               Document executed by Debtor or this Agreement and all other costs
               and expenses  paid or incurred by the Secured Party in respect of
               or in connection with the Collateral; and

          C.   Performance.  The observance and performance by the Debtor of all
               of the terms,  provisions,  covenants and obligations on its part
               to be  observed  or  performed  under  any  Loan  Document,  this
               Agreement; and

          D.   Other. Any and all  indebtedness,  obligations and liabilities of
               any kind and  nature of the Debtor to  Secured  Party,  direct or
               indirect,  absolute  or  contingent,  due or to become  due,  now
               existing or hereafter arising.

2.       Debtor's Warranties, Covenants and Agreements

         Debtor hereby warrants, covenants and agrees that:

          A.   Purpose.  The  Collateral  covered by this  Agreement  is used or
               purchased  for use  primarily  for  business  purposes.  Although
               proceeds of Collateral are covered by this Agreement,  this shall
               not be construed to mean that Secured Party  consents to any sale
               of the Collateral, except in ordinary course of business.

          B.   Transfer  of  Collateral  Prohibited.  Debtor  will not,  without
               obtaining the prior written consent of Secured Party, transfer or
               permit any transfer of the  Collateral  or any part thereof to be
               made,  or any  interest  therein  to be  created by way of a sale
               (except as permitted  above),  or by way of a grant of a security
               interest, or by way of levy or other judicial process.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

          C.   Access and  Inspection.  Debtor will,  at all  reasonable  times,
               allow  Secured  Party or its  representatives  free and  complete
               access to all of the  Debtor's  records for such  inspection  and
               examination as Secured Party deems  necessary.  Debtor shall also
               upon request of Secured Party from time to time submit up-to-date
               schedules of the items  comprising  the Collateral in such detail
               as Secured Party shall require.

          D.   Third Party  Claims.  Debtor at its cost and expense will protect
               and defend  this  Agreement,  all of the rights of Secured  Party
               hereunder  and the  Collateral  against the claims and demands of
               all other parties.  Debtor will promptly  notify Secured Party of
               any  levy,  distraint  or  other  seizure  by  legal  process  or
               otherwise of any part of the Collateral, and of any threatened or
               filed  claims  or  proceedings  that  might in any way  affect or
               impair any of the terms of the Agreement.

          E.   Insurance.  Debtor at its  expense  will  obtain and  maintain in
               force  insurance  policies  including  fire and flood  insurance,
               covering  losses  or  damage  to the  Collateral.  The  insurance
               policies to be  obtained  by Debtor  shall be in form and amounts
               acceptable to Secured Party.  Secured Party is hereby irrevocably
               appointed Debtor's attorney in fact to endorse any check or draft
               that may be payable to the  Debtor,  alone or jointly  with other
               payees,  so that the  Secured  Party  may  collect  the  proceeds
               payable for any loss under such  insurance.  The proceeds of such
               insurance,  less any costs and  expenses  incurred or paid by the
               Secured  Party in the  collection  thereof,  shall be  applied in
               Secured  Party's sole  discretion  either toward the costs of the
               repair or  replacement  of the items damaged or destroyed,  or on
               account of any sums  secured  hereby,  whether or not then due or
               payable.

          F.   Notices.  Debtor will give Secured Party immediate written notice
               of any change in location of Debtor's place of business.

3.       Events of Default

         The occurrence of any of the following  events shall  constitute and is
         hereby defined to be an "Event of Default":

          A.   Breach of Security Agreement Any failure or neglect to observe or
               perform any of the terms,  provisions,  promises,  agreements  or
               covenants of this  Agreement and the  continuance of such failure
               or neglect after notice thereof to the Debtor; or

          B.   Failure to Pay. Any failure of the Debtor to pay any  installment
               of principal and/or interest, or any other sum due under any Loan
               Document within ten (10) days following the date such installment
               became due and payable; or

          C.   False  Statements.  Any  warranty,  representation  or  statement
               contained in this Agreement or otherwise made or furnished to the
               Secured  Party by or on  behalf of the  Debtor  shall be or shall
               prove to have been false when made or furnished; or

          D.   Destruction or Demise of Collateral. Any loss, theft, substantial
               damage,  destruction  of, or the  attachment of an encumbrance to
               any of the Collateral,  or the voluntary or involuntary  transfer
               of any of the Collateral  (and said Collateral is not immediately
               replaced,  restored or returned)  or the  transfer of  possession
               thereof to anyone, or the sale,  creation of a security interest,
               lien, attachment, levy, garnishment,  distraint, or other process
               of, in or upon any of the  Collateral,  and if such attachment or
               other  similar  process is not bonded or released  within  thirty
               (30) days after levy.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

          E    Breach of  Conversion  Rights.  If the Debtor shall fail to honor
               the Secured  Party's  conversion  rights under the Note following
               thirty  (30) days prior  notice to Debtor and  following  Secured
               Party's   compliance  with  all  the  procedures  of  Debtor  for
               conversion  and the failure of Debtor to either tender the shares
               issuable upon conversion or to notify Secured Party of additional
               third party requirements (i.e. transfer agent) within said thirty
               (30) day period.

4.       Secured Party's Remedies

         Upon the  occurrence of any Event of Default  hereunder,  Secured Party
         shall have the following rights and remedies:

          A.   Acceleration  and  Possession.  Secured Party may, at its option,
               declare all or any part of the  Obligations  immediately  due and
               payable and Debtor shall on demand by Secured  Party  deliver the
               Collateral  to the  Secured  Party.  Secured  Party may,  without
               further  notice  or  demand  and  without  legal  process,   take
               possession  of  the  Collateral  wherever  found  and,  for  this
               purpose,  may  enter  upon  any  property  occupied  by or in the
               control of Debtor.

          B.   All Remedies Available. Secured Party may pursue any legal remedy
               available to collect all sums  secured  hereby and to enforce its
               title  in and  right  to  possession  of the  Collateral,  and to
               enforce any and all other rights or remedies available to it, and
               no such  action  shall  operate as a waiver of any other right or
               remedy of the  Secured  Party  under  the  terms  hereof or under
               applicable law.

          C.   Waiver  of   Defenses.   Debtor   waives  any   requirements   of
               presentment,  protest,  notices of protest,  notices of dishonor,
               and all  other  formalities.  Debtor  waives  all  rights  and/or
               privileges it might  otherwise  have to require  Secured Party to
               proceed against or exhaust the Collateral encumbered hereby or by
               any Loan  Document  or to proceed  against any  guarantor  of the
               Obligations  or to pursue any other  remedy  available to Secured
               Party in any  particular  manner  or  order  under  the  legal or
               equitable  doctrine or principle of marshalling and/or suretyship
               and further agrees that Secured Party may proceed  against any or
               all of the  Collateral  encumbered  hereby or by any  other  Loan
               Document  in the event of  default  in such  order and  manner as
               Secured Party in its sole  discretion may  determine.  Any Debtor
               that has  signed  this  Agreement  as a surety  or  accommodation
               party,  or that has subjected  its property to this  Agreement to
               secure the  indebtedness of another hereby  expressly  waives the
               benefits of the provisions of any laws which could delay,  defeat
               or render more costly the Secured  Party's  realization  upon the
               Collateral,   waives  any  defense   arising  by  reason  of  any
               disability  or  other  defense  of  Debtor  or by  reason  of the
               cessation  from any cause  whatsoever of the liability of Debtor,
               and waives the benefit of any  statutes of  limitation  affecting
               the enforcement hereof.

          D.   Sale of Collateral. Secured Party may sell all or any part of the
               Collateral  at public or  private  sale  either  with or  without
               having such  Collateral at the place of sale,  and with notice to
               Debtor as  provided  herein.  The  proceeds  of such sale,  after
               deducting  therefrom  all  expenses  of Secured  Party in taking,
               storing,   repairing  and  selling  the   Collateral   (including
               attorneys'  fees and court costs) shall be applied to the payment
               of any part or all of the Obligations and any other  indebtedness
               or  liability  of  Debtor  to  Secured  Party,  and  any  surplus
               thereafter  remaining  shall  be paid to any  person  that may be
               legally entitled  thereto.  In the event of a deficiency  between
               such  net  proceeds  from the sale of  Collateral  and the  total
               amount of Obligations owing by Debtor,  Debtor will promptly upon
               demand pay the amount of such deficiency to Secured Party.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

          E.   Secured Party as Purchaser.  At any sale,  public or private,  of
               the  Collateral or any part thereof,  made in the  enforcement of
               the  rights and  remedies  of Secured  Party,  Secured  Party may
               purchase  any  part or  parts of the  Collateral  or all  thereof
               offered at such sale.

          F.   Notice of Sale. Secured Party shall give Debtor reasonable notice
               of any sale or other  disposition  of the  Collateral or any part
               thereof.  Debtor agrees that notice shall be conclusively  deemed
               to be  reasonable  and  effective  if such  notice  is  mailed by
               registered  or  certified  mail  postage  prepaid,  to  Debtor at
               Debtor's principal place of business at least ten (10) days prior
               to such sale or other dispositions.

          G.   Applicable Law Remedies.  Secured Party shall have all the rights
               and remedies afforded a Secured Party under applicable law.

5.       Miscellaneous Provisions

          A.   Waivers and Cumulative Remedies. No Event of Default hereunder by
               Debtor  shall be  deemed to have been  waived  by  Secured  Party
               except by a writing to that effect signed by Secured Party and no
               waiver of any such Event of Default  shall operate as a waiver of
               any other Event of Default on a future  occasion,  or as a waiver
               of that Event of Default after written  notice thereof and demand
               by Secured Party for strict  performance of this  Agreement.  All
               rights,  remedies and privileges of Secured Party hereunder shall
               be  cumulative  and not  alternative,  and shall,  whether or not
               specifically  so  expressed,  inure to the benefit of the Secured
               Party,  its  successors and assigns,  and all  obligations of the
               Debtor shall bind its successors and legal representatives.

          B.   Debtor's Possession of Collateral. Until an Event of Default, the
               Debtor may retain  possession of the Collateral and may use it in
               any lawful manner not  inconsistent  with this  Agreement or with
               the provisions of any policies of insurance thereon.

          C.   Waiver of Jury Trial.  Secured  Party and Debtor  hereby agree to
               trial by court and irrevocably  waive jury trial in any action or
               proceeding  (including  but  not  limited  to  any  counterclaim)
               arising  out of or in any way related to or  connected  with this
               agreement or any other Loan Document,  the  relationship  created
               thereby, or the origination, administration or enforcement of the
               indebtedness  evidenced  and/or  secured by this Agreement or any
               other Loan Document.

          D.   Severability. Whenever possible, each provision of this Agreement
               shall be  interpreted in such manner as to be effective and valid
               under  applicable  law, but if any  provision  of this  Agreement
               shall be  prohibited  by or invalid  under  applicable  law, such
               provision shall be ineffective to the extent of such  prohibition
               or  invalidity,   without  invalidating  the  remainder  of  such
               provision or the remaining provisions of this Agreement.

          E.   Written Amendment Required. No modification,  rescission, waiver,
               release or amendment of any provision of this Agreement  shall be
               made  except  by a written  agreement  subscribed  by Debtor  and
               Secured Party.

          F.   Full Force and Effect.  This Agreement shall remain in full force
               and effect until all of the  indebtedness  and any  extensions or
               renewals thereof shall be paid in full.

          G.   Successors  and Assigns.  Secured Party and Debtor as used herein
               shall  include  the  heirs,   executors  or  administrators,   or
               successors or assigns of those  parties.  The  provisions of this
               Agreement  shall  apply to the parties  according  to the context
               hereof  and  without  regard to the number or gender of words and
               expressions used herein.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

          H.   Financing Statements. A carbon,  photographic or other reproduced
               copy of this Agreement  and/or any financing  statement  relating
               hereto  shall be  sufficient  for filing  and/or  recording  as a
               financing statements. Notwithstanding the foregoing, Debtor shall
               provide,  shall execute and shall cooperate with Secured Party in
               the execution and filing of such financing statements,  documents
               and instruments as Secured Party may reasonably  request in order
               to  perfect  the  security  interest  granted  to  Secured  Party
               hereunder  or  otherwise  to  carry  out  the  purposes  of  this
               Agreement.

          I.   Governing  Law.  This  Security  Agreement  and  the  transaction
               evidenced  hereby shall be construed  under the laws of the State
               of California, as the same may from time to time be in effect.

         IN WITNESS  WHEREOF,  this Agreement has been executed and delivered on
behalf of and in the name of Debtor on the date indicated above.

                                        "Debtor"
                                        NUOASIS GAMING INC.,
                                        a Delaware corporation

                                        By:  /s/  Fred G. Luke
                                             ----------------------------------
                                        Name:     Fred G. Luke

                                        "Secured Party"

                                        /s/  Secured Party
                                        ---------------------------------------
                                             Secured Party

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                   EXHIBIT "B"

                                     to the
                            Stock Purchase Agreement
                               Dated December 19, 1996

                                   NPC ASSETS

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                   EXHIBIT "C"

                                     to the
                            Stock Purchase Agreement
                               Dated December 19, 1996

                          COMPANY DISCLOSURE DOCUMENTS

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                   EXHIBIT "D"

                                     to the
                            Stock Purchase Agreement
                               Dated December 19, 1996

                            NPC DISCLOSURE DOCUMENTS



All filings made with the California Department of Corporations, and any and all
material agreements related to the NPC Shares, the Selling  Shareholders and the
operations of NPC since inception through the date hereof, to be provided by the
Selling Shareholders pursuant to this Agreement.

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                   EXHIBIT "E"

                                     to the
                            Stock Purchase Agreement
                               Dated December 19, 1996

                                     Form of

                                INVESTMENT LETTER



The Undersigned hereby represents to NuOasis Gaming Inc. ("NuOasis")

(1)      The Secured Convertible  Promissory Note of NuOasis (the "Note"), which
         is  being  acquired  by  the  Undersigned,  is  being  acquired  by the
         Undersigned for the Undersigned's own account and for investment.  Upon
         conversion  of the Notes into shares the  Undersigned  may be deemed an
         affiliate of NuOasis and may be required to file Schedule 13-D and Form
         3 pursuant to the  requirements of the Securities  Exchange Act of 1934
         (the "Act").

(2)      The Undersigned  acknowledges  that the Note is being issued by NuOasis
         in reliance on exemptions from registration,  including but not limited
         to Section  4(2) of the  Security  Act of 1933,  as amended  (the " '33
         Act") and applicable state securities laws, and the Undersigned  agrees
         not to sell,  transfer  or  otherwise  dispose  of the Note  except  in
         compliance with the '33 Act, and applicable  state securities laws. The
         representations  and warranties by the  Undersigned in this  Investment
         Letter will be used and relied upon by NuOasis to issue the Note to the
         Undersigned  pursuant to Section  4(2) of the '33 Act and  Regulation D
         thereunder,  and applicable  state securities laws, and the Undersigned
         will  notify  NuOasis  immediately  of  any  material  changes  to  the
         representations made herein.

(3)      The Undersigned acknowledges that it has been furnished with disclosure
         documents  which it feels  adequate  and  necessary to make an economic
         decision  to acquire the Note,  including  but not limited to a copy of
         NuOasis'  most recent  Annual  Report on Form 10-KSB and all reports or
         documents  required to be filed under Sections 13(a),  14(a), and 15(d)
         of the '34 Act, and quarterly  reports on Form 10-QSB,  Current Reports
         on Form 8-K, and proxy  statements  (the  "Disclosure  Documents").  In
         addition,  the  Undersigned  has been  furnished  with a description of
         NuOasis's  capital  structure  and any  material  changes in  NuOasis's
         financial  condition that may not have been disclosed in the Disclosure
         Documents.

(4)      The Undersigned further  acknowledges that it has had an opportunity to
         ask   questions   of  and   receive   answers   from  duly   designated
         representatives of NuOasis concerning the terms and conditions pursuant
         to which  the  Note is being  purchased.  The  Undersigned  has had the
         opportunity to obtain any additional  information which it possesses or
         can acquire without  unreasonable effort or expense necessary to verify
         the accuracy of information  furnished by NuOasis.  The Undersigned has
         been  afforded  an  opportunity  to examine  such  documents  and other
         information  which it has  requested  for the purpose of verifying  the
         financial stability of NuOasis;

(5)      The  Undersigned  is fully  aware that there is no market for the Note.
         The  Undersigned  is also aware of the  applicable  limitations  on its
         resale of any  securities  such as the Note, and that the Note, and any
         and all  certificates  issued in  replacement  thereof  or in  exchange
         therefore,  will bear a  restrictive  transfer  legend in the following
         form:

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                  "The obligations  represented by this certificate and right to
                  acquire shares of the Company's common stock contained herein,
                  have not been registered under the Securities Act of 1933 (the
                  "Act") and are "restricted securities" as that term is defined
                  in Rule 144 under the Act.  Neither this debt  instrument  nor
                  the shares for which this  obligation  may be exchanged may be
                  offered  for  sale,  sold  or  otherwise   transferred  except
                  pursuant to an effective  Registration Statement under the Act
                  or pursuant to an exemption from  registration  under the Act,
                  the  availability  of  which  is  to  be  established  to  the
                  satisfaction of the Company."

(6)      By reason of the  Undersigned's  knowledge and  experience in financial
         and business  matters in general,  and  investments in particular,  the
         Undersigned  is  capable of  evaluating  the  merits  and  bearing  the
         economic risks of an investment in the Note and fully  understands  the
         speculative  nature  of the  Note  and the  possibility  of loss of the
         Undersigned's  entire  investment in the securities used to acquire the
         Note.

(7)      The present  financial  condition of the Undersigned is such that it is
         under no present or contemplated  future need to dispose of any portion
         of the Note to satisfy an existing or contemplated undertaking, need or
         indebtedness.

                                                     Very truly yours,

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5

<PAGE>

                                   EXHIBIT "F"

                                     to the
                            Stock Purchase Agreement
                               Dated December 19, 1996

<TABLE>
<CAPTION>

                              SELLING SHAREHOLDERS

<S>                                         <C>                                       <C>

Bernard Accristo                            Brian Heslip & Colleen Heslip             Norma McLean
Paula Amanda                                Drake Heslip                              Domenick Migliorato
Bartel, Eng, Linn & Schoder,                Mark Heslip, a Law Corporation            Barbara Monterosso
Raymond Benetti, Jr.                        Nicole Heslip                             Dan Monterosso
Mary Bernstien                              Heslip Trust                              Joseph Monterosso
Winona Bjorkland                            Gerald Hill                               Robert Rapp Trust
Gene Blount                                 Carol Jackson                             George Rees
William Burgers                             Steven Jensen                             Henrietta Rees
James Cerretani                             Henry Jones                               Lee Rees
Douglas Coats                               George Kern                               Kathy Rees
Gary Collins                                Matt Kern                                 Theo Suter
John Collins                                Mitch Kern                                Michael Walsh
Michael Collins                             William Liggett                           Anthony Ward
Dell'Oca Trust                              Marcy Milne McCann                        Lane R. Ward
Mario Desenna                               Ryan McCann                               Janice Winkler
Tony Gibbs                                  Ronald McGee

</TABLE>

                                                     [NUOGAM\AGR:NPCSTKPR.AGR]-5