EXHIBIT 10.148

                  AGREEMENT DATED JULY 31, 1996 BETWEEN NUOASIS
                        INTERNATIONAL INC. AND NG MAN SUN

                                    AGREEMENT

DATED:            31st July, 1996.

PARTIES:

1.       "NuOasis"         NUOASIS INTERNATIONAL INC., a  corporation  organised
                           under the laws of the Commonwealth of the Bahamas

2.       "Dragon"          MR. NG MAN SUN, DOING BUSINESS AS DRAGON SIGHT
                           INTERNATIONAL AMUSEMENT (MACAU) COMPANY

RECITALS:

1.1      On May  25,  1995,  Nona  Morelli's  II  Inc.  a  Colorado  corporation
         ("Nona"), the sole shareholder of NuOasis, acquired from Dragon a forty
         percent (40%) net profits interest in the gaming  operations  conducted
         by  Dragon  at the Hyatt and  Holiday  Inn  Hotels in Macau,  (the "Net
         Profits Interest"); and,

1.2      As partial  consideration  for the purchase of the Net Profits Interest
         on May 25, 1996, Nona issued a Contingent  Security  Promissory Note in
         the principal amount of Three Million Dollars  (USD3,000,000)  in favor
         of  Dragon,  a copy of which is  annexed  hereto as  Schedule  "1" (the
         "Note"); and

1.3      Nona  assigned all of its right,  title and interest in the Net Profits
         Interest  and its  obligations  under the Note to NuOasis by way of the
         Assumption Agreement dated December 29, 1995; and,

1.4      Dragon and Nona have  agreed,  as part of the  settlement  of a dispute
         between  them,  to the  retirement of the Note, by way of purchase by a
         third party or otherwise; and,

1.5      NuOasis has agreed to purchase the Note pursuant to the terms hereof.

OPERATIVE PROVISIONS

1.       NuOasis  hereby  purchases from Dragon and Dragon hereby sells the Note
         to NuOasis,  subject only to Seller's receipt of the Purchase Price (as
         defined below).

2.       The Purchase Price for the Note  shall  be  Three  Million  Two Hundred
         Eighty Thousand Dollars (US$3,280,000), payable in cash at Closing.

3.       Dragon hereby warrants to NuOasis as follows:

                                                       [NUOINTL\AGR:NG73196.AGR]

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          3.1       At Closing  Dragon  shall  deliver the Note in its  original
                    form to NuOasis in proper form for transfer, with signatures
                    guaranteed in favor of NuOasis or its designee, transferring
                    all right, title and interest in and to the Note to NuOasis,
                    or such designee; and,

          3.2       This  Agreement  has been duly  executed  by Dragon  and the
                    execution  and   performance  of  this  Agreement  will  not
                    violate,  or result in a breach of, or  constitute a default
                    in any agreement,  instrument  judgment,  order or decree to
                    which  the Note is  subject  or to which  Dragon is a party;
                    and,

          3.3       The Note is not  subject  to any  claims or causes of action
                    created by or through Dragon, and Dragon is not a defendant,
                    nor a plaintiff against whom a counterclaim has been made or
                    reduced to judgment, in any litigation or proceedings before
                    any   federal  or  state   government   of  Macau  or  other
                    jurisdiction,  or any  department,  board,  body  or  agency
                    thereof, involving the Note; and,

          3.4       Dragon  has the full  right and power to  transfer  such and
                    enter into and carry out this Agreement; and,

          3.5       No   representation  or  warranty   contained  herein,   nor
                    statement in any document, certificate or schedule furnished
                    or to be furnished  pursuant to this Agreement by Dragon, or
                    in  connection  with the  transaction  contemplated  hereby,
                    contains or  contained  any untrue  statement  of a material
                    fact, nor does it omit to state a material fact necessary to
                    make any statement of fact contained herein not misleading.

4.       NuOasis hereby warrants to Dragon as follows:

          4.1       It is a  corporation  duly  organized  and validly  existing
                    under the laws of the  Commonwealth of the Bahamas as of the
                    date hereof; and,

          4.2       It  is  not  a  defendant  or a  plaintiff  against  whom  a
                    counterclaim  has been made or reduced to  judgment,  in any
                    litigation or proceedings before any federal,  provincial or
                    municipal  government of the Commonwealth of the Bahamas, or
                    other jurisdiction, or any department, board, body or agency
                    thereof,  which could result in a claim against the Purchase
                    Price; and,

          4.3       This Agreement has been duly executed in the capacity stated
                    on  the  signature  page  hereof,   and  the  execution  and
                    performance of this Agreement will not violate, or result in
                    a breach  of,  or  constitute  a default  in any  agreement,
                    instrument,  judgment, order or decree to which NuOasis is a
                    party or to which it may be subject; and,

                                                       [NUOINTL\AGR:NG73196.AGR]

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          4.4       No   representation  or  warranty   contained  herein,   nor
                    statement in any document, certificate or schedule furnished
                    or to be furnished  pursuant to this Agreement by Dragon, or
                    in  connection  with the  transaction  contemplated  hereby,
                    contains or  contained  any untrue  statement  of a material
                    fact, nor does it omit to state a material fact necessary to
                    make any statement of fact contained herein not misleading.

5.       This Agreement sets out the entire  agreement and  understanding of the
         parties and is in substitution for any previous agreements or contracts
         between NuOasis and Dragon in respect to the Note, which shall herewith
         be deemed to have been terminated by mutual consent.

6.        The validity,  construction and performance of this Agreement shall be
          governed by the laws of the Commonwealth of the Bahamas.

7.       Delivery  of the Note  ("Closing")  shall  occur forty eight (48) hours
         following  NuOasis'  written  notice to Dragon that  NuOasis  wishes to
         effect a Closing.

8.       All disputes, claims or proceedings between the parties relating to the
         validity,  construction  or  performance  of this  Agreement  shall  be
         subject  to  the  exclusive  jurisdiction  of the  Commonwealth  of the
         Bahamas to which the parties irrevocably submit.

9.        Any  notice to be given by a party  under  this  Agreement  must be in
          writing (in the English  language) and must be given by delivery at or
          sending by first class post or other faster postal service,  or telex,
          facsimile   transmission  or  other  means  of   telecommunication  in
          permanent  written form  (provided  the  addressee  has his or its own
          facilities for receiving such  transmissions) to the last known postal
          address  or  relevant  telecommunications  number of the other  party.
          Where  notice is given by sending in a  prescribed  manner it shall be
          deemed to have been received when in the ordinary  course of the means
          of  transmission  it would be received by the addressee.  To prove the
          giving of a notice it shall be sufficient to show it was dispatched. A
          notice  shall  have  effect  from the  sooner of its  actual or deemed
          receipt by the addressee.

10.      This  Agreement may be executed in more than one  counterpart,  each of
         which  shall be deemed  to  constitute  an  original  and shall  become
         effective when one or more  counterparts have been signed by all of the
         parties  hereto  and  when  such a  counterpart  so  executed  has been
         delivered to each of the parties hereto.

                                                       [NUOINTL\AGR:NG73196.AGR]

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IN WITNESS WHEREOF this Agreement has been entered into by the parties hereto as
a deed the day and year first below written

SIGNED and DELIVERED as a DEED                                )
                                                              )
                                                              )
By:  /s/  Roger Bryan Emery                                   )
     -------------------------------------------------------- )
          Roger Bryan Emery (Representing First Directors     )
          Limited)                           (a Director)     )
                                                              )
                                                              )
     /s/  Darren Lee Colquitt                                 )
     -------------------------------------------------------- )  
          Darren Lee Colquitt (Representing First Directors   )
          Limited)                           (a Director)     )
                                                              )
on behalf of NUOASIS INTERNATIONAL INC.                       )



SIGNED and DELIVERED as a DEED                                )
                                                              )
                                                              )
By:  /s/  Ng Man Sun                                          )
     -------------------------------------------------------- )
          Ng Man Sun                                          )
                                                              )
on behalf of DRAGON SIGHT INTERNATIONAL AMUSEMENT (Macau)     )
COMPANY                                                       )

                                                       [NUOINTL\AGR:NG73196.AGR]

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                                  SCHEDULE "1"

                                     to the
                                    Agreement
                             Dated 31 July, 1996


                                    THE NOTE

                                                       [NUOINTL\AGR:NG73196.AGR]

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                       SECURED CONTINGENT PROMISSORY NOTE

         FOR  VALUE  RECEIVED,  effective  on the  25th day of May,  1995,  Nona
Morelli's  II Inc, a  corporation  ("Maker")  promises  to pay to Mr Ng Man Sun,
doing  business  as  Dragon  Sight   International   Amusement  (Macau)  Company
("Holder"),  the  principal  sum of Three Million  Dollars  (US$3,000,000)  with
interest at the rate of eight percent (8%) per annum.

Rate of Interest

Interest  shall  accrue  at a rate per  annum  equal to the  lesser of (a) three
percent  (3%) or (b) the  percentage  which is the sum of (i) the "base  rate of
interest"   announced  publicly  by  First  Los  Angeles  Bank,  Newport  Beach,
California,  from time to time (360-day  basis) then in effect and most recently
available before the date on which the interest rate  determination is made (the
"Base Rate") plus (ii) one percent  (1%). A  determination  of the interest rate
from time to time in effect shall be made  prospectively  on the date hereof and
on the first day of each calendar month thereafter until this Note shall be paid
in full.  Interest  hereunder  shall be  calculated on the actual number of days
elapsed on the basis of a 360-day year.

Rate of Interest on Default

Interest on the unpaid  principal  together with all accrued and unpaid interest
shall, after the maturity hereof, whether by demand, acceleration, or otherwise,
automatically  accrue and shall be  payable  at the rate per annum  equal to the
lesser of (a) three percent (3%) or (b) the  percentage  which is the sum of (i)
one percent (1%), plus (ii) the Base Rate.

Payment of Principal and Interest

Payments of principal and interest under this Note shall be payable on or before
June 30, 1996,  with accrued  interest,  at the applicable rate set forth above,
beginning  on the first  business day of June 1995 and  thereafter  on the first
business  day of each  succeeding  calendar  month  until the  entire  remaining
balance together with all accrued but unpaid interest hereunder is paid.

Each payment  shall,  when made, be credited first on interest then due, and the
remaining on principal, and interest shall thereupon cease upon the principle so
credited.

Security

This Note is secured by a Security  Agreement of even date herewith  executed by
Maker as Debtor  granting  to Holder a security  interest  in 250,000  shares of
Class B  Preferred  Stock of NuOasis  Gaming  Inc, a Delaware  corporation  (the
"NuOasis  Shares")  pursuant to which  Maker has  pledged the NuOasis  Shares as
collateral  for  payment  of this  Note.  This Note is  further  subject  to and
governed  by  the  provisions  contained  in or  referred  to in  said  Security
Agreement of even date.  Notwithstanding  the terms of said Security  Agreement,
this Note is not  negotiable.  This Note may be  assigned  by  Holder,  but only
subject to all defenses which Maker may have against Holder. Further, payment of
this Note does not constitute a personal or corporate obligation of Maker.


                                                       [NUOINTL\AGR:NG73196.AGR]

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Acceleration

The entire  remaining  balance of this Note together with all accrued but unpaid
interest hereunder, and all other obligations,  direct and contingent,  of Maker
or any  endorser  hereof to Holder  shall,  at the  election  of Holder,  become
immediately  due and payable,  without demand or notice,  upon the occurrence of
any of the following:

          (a)       Maker becomes  bankrupt  (including  but not limited to, the
                    commencement  of a case under Title 11 of the United  States
                    Code as now constituted or hereafter  amended,  or under any
                    other  applicable  federal or state bankruptcy law) or makes
                    an assignment for the benefit of creditors;

          (b)       The appointment for Maker, voluntarily or involuntarily,  of
                    a receiver, trustee, liquidator,  custodian, or sequester or
                    other similar official) in equity,  bankruptcy, or under any
                    provision  of any law of any state or the  United  States of
                    America, or otherwise;

          (c)       Maker's dissolution; or

          (d)       Default in any payment or  performance  required  under this
                    Note.

Failure to Exercise Rights

No failure or delay on the part of Holder in the  exercise of any power,  right,
or privilege  under this Note shall operate as a waiver  thereof or of any other
power, right, or privilege, nor shall any single or partial exercise of any such
power, right, or privilege preclude any further exercise thereof or of any other
power, right, or privilege.

Pre-Payment

The entire  principal  balance of this Note or any part  thereof  may be prepaid
without  penalty or premium on any interest  payment date upon not less than ten
(10) days prior written notice.

Offset for Note

This Note is issued under an Asset Purchase Agreement dated May 1, 1995, between
the Holder and the Maker. The Maker expressly  reserves against the Holder,  and
any subsequent holder of this Note, the right to offset against any and all sums
payable  hereunder an amount equal to any and all damages sustained by the Maker
by reason of any breach or default by the Holder under the Purchase Agreement.

                                                       [NUOINTL\AGR:NG73196.AGR]

<PAGE>



Limit on Interest

Notwithstanding  anything to the contrary  contained herein, the total liability
for payments in the nature of interest,  additional interest,  and other charges
shall not exceed the limits imposed by the applicable interest rate laws. If any
payments in the nature of interest,  additional interest, and other changes made
hereunder  are held to be in  excess of the  limits  imposed  by the  applicable
interest  rate laws it is agreed that any such amount held to be in excess shall
be  considered  payment of principal  hereunder and the  indebtedness  evidenced
hereby shall be reduced by such amount so that the total liability, for payments
in the nature of interest,  additional  interest,  and other  charges  shall not
exceed the limits  imposed by the  applicable  interest  rate laws in compliance
with the desires of Maker and Holder.

Waiver of Presentment, Etc.

Maker  and  endorsers,  and  each  of  them,  hereby  waive  diligence,  demand,
presentment for payment,  protest and notice of protest, notice of dishonor, and
notice of nonpayment of this Note, and specifically  consent to and waive notice
of any kind of any renewal, extension, or enforcement of this Note. The pleading
of any  statute  of  limitations  as a defense to any  demand  against  Maker or
endorsers  is  expressly  waived  by each  and all of said  parties.  Maker  and
endorsers,  and each of them, waive trial by jury in any litigation  arising out
of or  relating  to this Note in which  Holder is an adverse  party and  further
waive the right to interpose any defense,  setoff, or counterclaim of any nature
or description.

Benefit

Subject to the terms and  conditions  contained  herein,  the provisions of this
Note  shall  inure to the  benefit  of and shall be  binding  upon the  assigns,
successors  in  interest,  or  personal  representatives  of Maker  and  Holder,
respectively.

Severability

Every provision in this Note is intended to be severable.  In the event any term
or  provision  hereof is declared  by a court of  competent  jurisdiction  to be
illegal or invalid for any reason  whatsoever,  such  illegality  or  invalidity
shall not affect the balance of the terms and provisions hereof, which terms and
provisions shall remain binding and enforceable.

                                                       [NUOINTL\AGR:NG73196.AGR]

<PAGE>



Time of Essence

Time is of the essence in the  performance  of each and every  obligation  under
this Note to be performed by Maker.

                                        "Maker"
                                        NONA MORELLI'S II INC.
                                        a Colorado corporation



                                        By:  /s/       Fred G. Luke
                                           ------------------------------------
                                             Name:     Fred G. Luke
                                             Title:    Chief Executiv Officer

                                                       [NUOINTL\AGR:NG73196.AGR]