EXCHANGE AGREEMENT

         THIS EXCHANGE AGREEMENT (the "Agreement") is made this day of May 1998,
by and between  NuOasis  International  Inc., a corporation  organized under the
laws of the Commonwealth of the Bahamas (the "Company") and Flexweight  Corp., a
Kansas corporation ("Flex").

         WHEREAS,  Flex  owns or has the right to  acquire  a hotel  and  casino
project  in  Oasis,  Nevada  and  intends  to pursue  the  business  of  owning,
developing  and operating  hotel and casino  properties;  it is a  publicly-held
corporation  whose  shares  are  traded  in the U.S.  on the  NASDAQ  Electronic
Bulletin Board; and

         WHEREAS,  the Company is an  international  company  engaged in owning,
developing  and operating  hotel and casino  properties  through  investments in
equities of operational and development stage hotel and casino companies; and

         WHEREAS,  the Company  owns  certain  shares of common stock of NuOasis
Resorts Inc., a Nevada corporation ("Resorts"); and

         WHEREAS,  the  Company  and Flex  wish to  diversify  their  respective
investment  portfolios by  exchanging  shares f Resorts owned by the Company for
shares of Flex to be issued by Flex; and

         WHEREAS,  this  Agreement is executed in reliance upon the  transaction
exemption  afforded by Section 4(2) of the  Securities  Act of 1933,  as amended
("33 Act") and Regulations S and D as promulgated by the Securities and Exchange
Commission ("SEC") under the 33 Act.

         IN CONSIDERATION of the mutual promises  contained herein, the benefits
to be derived by each party hereunder and other good and valuable consideration,
the receipt and  sufficiency  of which are hereby  expressly  acknowledged,  the
Company and Flex agree as follows:

1.       Exchange

         On the basis of the  representations  and warranties  herein contained,
         subject to the terms and  conditions  set forth herein,  Flex agrees to
         issue and exchange  1,000,000 shares of its common stock,  representing
         approximately  19.5% of  Flex'  total  outstanding  shares  (the  "Flex
         Shares") and to grant the Company the option to purchase shares of Flex
         common  stock in the  future  so as to  maintain  the  great of a 19.5%
         equity interest in Flex or $2.5 million in Market Value of Flex Shares,
         as more fully  described  in the Option  Agreement  attached  hereto as
         Exhibit "A" (the  "Option").  In  exchange  for the Flex Shares and the
         Option the Company  shall  transfer  to Flex Three  Million Two Hundred
         Fifty Thousand (3,250,000) shares of Resorts (the "Resorts Shares").

2.       Closing

         A.       Method of Exchange.  Within ten (10) business  days  following
                  execution hereof, the company shall deliver the Resorts Shares
                  and Flex shall issue and deliver the Flex Shares to the escrow
                  agent  identified  in the Joint Escrow  Instructions  attached
                  hereto as Exhibit "B" (the  "Escrow  holder"),  in one or more
                  share certificates,  in accordance with this Agreement and the
                  Joint Escrow  Instructions  attached  hereto.  By signing this
                  Agreement, the Company and Flex each agree to all of the terms
                  and  conditions  of, and  becomes a party to the Joint  Escrow
                  Instructions,  all of the provisions of which are incorporated
                  herein by this reference as if set forth herein in full.

         B.       Closing Date. The closing of the exchange contemplated by this
                  Agreement (the "Closing")  shall occur upon such date that the
                  parties  have  satisfied  their  respective   obligations  and
                  covenants  contained herein,  but shall not be later than June
                  30, 1998. At the Closing, the Company shall assign and deliver
                  the  Resorts  Shares to Flex and Flex shall  issue and deliver
                  the Flex Shares to the  Company.  Notwithstanding  the date of
                  Closing, the Effective Date shall be May 30, 1998.

3.       Flex Shares

         A.       Description.  The Flex Shares shall be equal in voting  power,
                  preferences,  liquidations rights and relative,  participating
                  optional or any other special  rights of Flex' common stock as
                  presently constituted.

         B.       Status of Flex Shares.  The Flex Shares when  issued,  will be
                  validly   issued   for   consideration   which   Flex   hereby
                  acknowledges and agrees is fair and reasonable. Further, as an
                  inducement to the Company to enter into this  Agreement,  Flex
                  agrees that it will not for any reason place a "stop transfer"
                  order or assert any claim  which wold  serve to  restrict  the
                  transfer or exchange of the Flex Shares.  Flex represents that
                  it has not created any option,  security interest,  preemptive
                  right or  encumbrance  which  could  affect  the Flex  Shares,
                  otherwise  would give rise to any  claims by third  parties or
                  create  a  conflict   with  or   preclude   the   exchange  as
                  contemplated herein.

4.       Flex Business Plan

         Flex' working  capital,  including the proceeds from loans against,  or
         the sale of the Resorts Shares, will be used for the development of its
         Flex Project, a more fully described in Exhibit "C" attached hereto and
         incorporated herein by reference.

5.       Representations and Warranties of Flex

         Flex hereby represents and warrants to the Company that:

         A.       Organization.  Flex is a corporation  validly  existing and in
                  good  standing  under  the  laws of  Kansas,  with the pow and
                  authority to carry on its business as now being conducted. The
                  execution and delivery of this Agreement and the  consummation
                  of the  transaction  contemplated in this Agreement have been,
                  or will be prior to Closing,  duly authorized by all requisite
                  corporate  action on the part of Flex. This Agreement has been
                  duly executed and delivered by Flex and constitutes a binding,
                  and enforceable obligation of Flex.

         B.       Capitalization. As of the date of execution of this Agreement,
                  the   capitalization   of  Flex  is  comprised  of  25,000,000
                  authorized  shares  of $.10 par  value  common  stock of which
                  5,418,588 are issued and  outstanding.  Al l of the issued and
                  outstanding shares are duly authorized,  validly issued, fully
                  paid, and nonassessable and have been offered,  issued,  sold,
                  and  delivered  by  Flex in  compliance  with  all  applicable
                  securities  laws;  with the  exception  of  shares  issued  or
                  reserved for issuance as disclosed herein,  there are no other
                  outstanding shares, options, warrants, preemptive, conversion,
                  or other  rights  issued by or binding on Flex to  purchase or
                  acquire any shares of its capital stock.

         C.       Third Party Consent. 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 Flex
                  in connection with the execution,  delivery, or performance of
                  this Agreement,  or if required,  Flex has or will obtain same
                  prior to Closing.

         D.       Litigation. Neither Flex nor any of its officers and directors
                  are defendants or plaintiffs  against whom a counterclaim  has
                  been  made or  reduced  to  judgement,  in any  litigation  or
                  proceedings before any locate,  state or U.S.  government,  or
                  any  department,  board body or agency  thereof,  which  could
                  result in a judgement  or claim  against  the Flex  Project or
                  otherwise impede or delay the development of the Flex Project,
                  or result in a claim against the Flex Shares; and,

         E.       Authority.  This Agreement has been duly executed by Flex, 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, judgement, order or decree to which
                  Flex is a party or to which Flex is subject; and,

         F.       Disclosure  Documents.  Flex is a publicly-held company and is
                  subject to the reporting  requirements  of Sections 12, 13(a),
                  14(a),  and 15(d) of the  Securities and Exchange Act of 1934,
                  as amended (the "34 Act"), including but not limited to Annual
                  Reports on Form 10-K,  Quarterly Reports on Form 10-Q, Current
                  Reports on Form 8-K,  and proxy  statements  (the  "Disclosure
                  Documents").  Flex  agrees  to  furnish  the  Company  with  a
                  description  of  any  material   changes  in  Flex'  financial
                  conditions  up to and  including  the date of Closing that may
                  not be disclosed in the Disclosure Documents.

         G.       Tax Matters.  Flex has filed or will file prior to Closing 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 prior to Closing 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.

         H.       Directors  and  Officers.   The  Flex   Disclosure   Documents
                  accurately  set  forth the  names  and  titles of the  persons
                  serving as its  directors  and officers  and their  beneficial
                  interest in the capital of Flex.

         I.       Full Disclosure. The information concerning Flex, set forth in
                  this Agreement and in the Disclosure Documents is, to the best
                  of Flex'  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.

6.       Conditions Precedent to Obligations of the Company and Flex

         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:

         A.       Transfer and Delivery of the Consideration.  The Company shall
                  have delivered the Resorts Shares to Escrow holder pursuant to
                  this Agreement.

         B.       Transfer  and  Delivery  of the Flex  Shares.  Flex shall have
                  taken  all  action  necessary  to issue and  deliver  the Flex
                  Shares to Escrow holder.

         C.       Acceptance  of  Documents.   All   instruments  and  documents
                  delivered to the Company and Flex  pursuant to the  provisions
                  of this  Agreement  shall be  satisfactory  to the Company and
                  Flex and their legal counsel.

         D.       Valuation.  The Company, in its sole satisfaction,  shall have
                  the right o determine that the value of the Flex Project,  and
                  the Flex  Shares to be  acquired  shall not have  declined  in
                  value from the date hereof  through  the date of  Closing.  If
                  there is any adverse  change in Flex'  financial  condition or
                  change in its management,  or if the value of the Flex Project
                  or the Flex  Shares  declined  prior to  Closing,  the Company
                  shall  have the option to  terminate  this  Agreement  without
                  penalty.  Alternatively,  the Company  may elect,  in its sole
                  discretion,  to  proceed  with  Closing  in  reliance  upon  a
                  warranty  of  title,  guaranty  of  value,  adjustment  to the
                  consideration,  or other mutually acceptable form of assurance
                  to be made by Flex.

         E.       Flex  Board of  Directors.  Flex  shall,  simultaneously  with
                  Closing, add one member to its Board of Directors submitted by
                  the  Company.  Approval  of such  new  director  shall  not be
                  unreasonably withheld by Flex.

         F.       Acceptance  of  Documents.   All   instruments  and  documents
                  delivered to the parties  pursuant to the  provisions  of this
                  Agreement shall be satisfactory to the parties and their legal
                  counsel.  The Company and Flex shall each provide to the other
                  prior to  Closing  evidence  satisfactory  the other  that the
                  representations  made  herein  and the  rights to the  subject
                  shares are legally crated and duly enforceable.

7.       Availability of Information

         The Company and Flex each represent that, by virtue of their respective
         business  activities and economic  bargaining power or otherwise,  they
         have been able to conduct  their own due  diligence and have had access
         to or have  been  furnished  with,  prior to or  concurrently  with the
         execution hereof,  the information which hey consider to be adequate to
         make a decision to exchange the Flex Shares for the Resorts Shares.

8.       Private Transaction

         A.       Private  Offering.  Flex and the Company  understand each that
                  the  exchange   contemplated  herein  constitutes  a  private,
                  arms-length transaction between a willing seller and a willing
                  buyer  without  the use or  reliance  upon a  distribution  or
                  securities underwriter.

         B.       Purchase  for Own  Account.  Neither  Flex nor the Company are
                  underwriters  of, or dealers in, the respective  securities to
                  be exchange hereunder,  and neither party is acting as such or
                  participating,  pursuant to a  contractual  agreement,  in the
                  distribution of such securities.

         C.       Investment  Risk.  Because of their  financial  positions  and
                  other  factors,  but subject to paragraphs 3 and 6 above,  the
                  exchange  contemplated  by this  Agreement  may involve a high
                  degree of financial risk,  including the risk that one or both
                  parties may lose its entire investment, and the parties hereto
                  agree to  execute  and  deliver  to each  other at  Closing an
                  investment  letter in the form attached  hereto as Exhibit "D"
                  (the "Investment Letter").

         D.       Access to Information. Flex and the Company and their advisors
                  have been afforded the  opportunity to discuss the transaction
                  with legal and  accounting  professional  and to  examine  and
                  evaluate the  financial  impact of the  exchange  contemplated
                  herein.

9.       Termination

         Flex and the Company may terminate this Agreement  prior to the date of
         Closing upon written notice with mutual consent. Failing to have mutual
         consent, without prejudice to any other remedy to which the terminating
         party  may be  entitled,  if  any,  either  party  may  terminate  this
         Agreement  upon  written  notice  on the  occurrence  of any one of the
         following events:

         A.       By the Company

                  (i)      If Flex fails to issue and deliver the Flex Shares or
                           provide information required hereunder; or

                  (ii)     If Flex  willfully  breaches or  neglects  the duties
                           required to be performed hereunder; or

                  (iii)    If Flex has a  receiver  appointed  for its assets or
                           property, or otherwise becomes insolvent or unable to
                           timely satisfy its obligations in the ordinary course
                           of business; or

                  (iv)     If Flex institutes, make a general assignment for the
                           benefit of creditors,  has instituted  against it any
                           bankruptcy    proceeding   for   reorganization   for
                           rearrangement  of  its  financial  affairs,  files  a
                           petition in a court of bankruptcy,  or is adjudicated
                           a bankrupt; or

                  (v)      If any of the  disclosures  made herein or subsequent
                           hereto by Flex to the  Company are  determined  to be
                           materially false or misleading.

         B.       By Flex

                  (i)      If during the term of this Agreement, the Company, or
                           its assignee, is unable to provide the Resorts Shares
                           as set forth herein; or

                  (ii)     If the Company  willfully  breaches  or neglects  the
                           duties required to be performed hereunder; or

                  (iii)    If the  Company  has a  receiver  appointed  for  its
                           assets or property, or otherwise becomes insolvent or
                           unable  to  timely  satisfy  its  obligations  in the
                           ordinary course of business; or

                  (iv)     If the Company institutes,  make a general assignment
                           for the benefit of creditors,  has instituted against
                           it any bankruptcy  proceeding for  reorganization for
                           rearrangement  of  its  financial  affairs,  files  a
                           petition in a court of bankruptcy,  or is adjudicated
                           a bankrupt; or

                  (v)      If any of the  disclosures  made herein or subsequent
                           hereto by the  Company to Flex are  determined  to be
                           materially false or misleading; or

         In the  event a party  elects  to  terminate  this  Agreement  prior to
         Closing  without  mutual  consent or cause,  as set forth  above,  such
         terminating party shall be responsible to pay the non-terminating party
         for such  non-terminating  party's  costs  and  expenses  not to exceed
         $25,000.

10.      Damages and Limit of Liability

         Subsequent  to  Closing  the  Company  and Flex shall be liable to each
         other for any breach of the  representations,  warranties and covenants
         contained  herein  which  results  in any loss or  expense to the other
         party, or in a failure to perform any obligations under this Agreement;
         provided  however  that,  the remedy in  connection  with such reach or
         failure to perform  under this  Agreement,  shall be limited to (a) the
         return  of the  respective  securities  originally  transferred  by the
         parties hereto  pursuant to this  Agreements  and, (b) actual costs and
         expenses, including legal fees, not to exceed $25,000.

11.      Limitation on Sale of Shares

         Flex and the Company mutually agree that,  until the first  anniversary
         hereof,  they will sell not more than Two Hundred Thousand (200,000) of
         the respective shares in any five (5) consecutive business days.

12.      Option to Repurchase

         In the  event  NuOasis  or the  Company  are  deemed by reason of their
         respective  ownership of each other's shares to be subject to review by
         the  Gaming  Control  Board of  Nevada  or other  jurisdiction  and the
         respective party does not wish to submit the necessary  applications or
         pay the  attendant  fees,  or for any reason is deemed  unsuitable  for
         licensing in a  jurisdiction  where on of the parties has or intends to
         submit to the  applicable  gaming rules and  regulations,  then in such
         event,  the party not  wishing to subject to the  respective  rules and
         regulations  or pay the  attendant  fees may be  allowed  to assign and
         dispose of it interest in the shares of the party submitting  itself to
         the licensing procedure.  Such disposal shall be accomplished either by
         (a) a sale of the shares of the licensee to a buyer mutually acceptable
         to both parties at a price not less than fair market value,  or (b) the
         transfer of the subject  shares of the licensee by the other party into
         a "blind trust or other type of trust which satisfies the  requirements
         of the subject gaming regulatory body.

13.      Miscellaneous

         A.       Authority. The officers of the Company and Flex executing this
                  Agreement  are duly  authorized  to do so and each  party  has
                  taken all action  required by law or otherwise to properly and
                  legally execute this Agreement.

         B.       Notices.  Any notice under this  Agreement  shall be deemed to
                  have  been  sufficiently   given  if  sent  by  registered  or
                  certified mail, postage prepaid, addressed as follows:

                  To Flex:          Flexweight Corp.
                                            1946 Plateau Way
                                            Wendover, NV 89803
                            Telephone: (702) 664-3919
                            Facsimile: (702) 664-2331

                  The Company:              NuOasis International, Inc.
                                            43 Elizabeth Avenue, Box CB-13022
                                            Nassau, Bahamas
                            Telephone: (809) 356-2903
                            Facsimile: (809) 326-8434

                  With Copy to:             NuOasis International, Inc.
                         4695 MacArthur Court, Suite 530
                         Newport Beach, California 92660
                            Telephone: (714) 833-5358
                            Facsimile: (714) 833-7854

                  or to any other  address  which may hereafter be designated by
                  either party by notice given in such manner. All notices shall
                  be deemed to have been given as of the date of receipt.

         C.       Entire  Agreement.   This  Agreement  sets  forth  the  entire
                  understanding  between the  parties  hereto and no other prior
                  written or oral statement or agreement  shall be recognized or
                  enforced.

         D.       Severability.  If a court of competent jurisdiction determined
                  that any clause or  provision  of this  Agreement  is invalid,
                  illegal or unenforceable,  the other clauses and provisions of
                  the  Agreement  shall  remain in full force and effect and the
                  clauses and provision which are determined to be void, illegal
                  or unenforceable shall be limited so that they shall remain in
                  effect to the extent permissible by law.

         E.       Assignment.  The  parties  hereto  acknowledge  that  the Flex
                  Shares  are to be  acquired  by  the  Company  as  Replacement
                  Property, as such term is defined in the Agreement of Exchange
                  date the 30th of September, 1996 between the Company and C/A/K
                  Trustkantoor  N.V.  ("C/A/K") and that this  Agreement will be
                  assigned  to C/A/K who shall  deliver  the  Resorts or, in the
                  event of death or  incapacity,  on the parties  hereto,  their
                  heirs, executors, administrators and successors.

         F.       Applicable  Law.  This  Agreement has been  negotiated  and is
                  being  contracted for in the  Commonwealth of the Bahamas,  it
                  shall be governed by the laws of the Bahamas,  notwithstanding
                  any conflict-of-law provision to the contrary.

         G.       Attorney's  Fees.  If any  legal  action  or other  preceeding
                  (non-exclusively  including  arbitration)  is brought  for the
                  enforcement  of or to declare  any right or  obligation  under
                  this  Agreement  or  as a  result  of  a  breach,  default  or
                  misrepresentation  in connection with any of the provisions of
                  his  Agreements,  or otherwise  because of a dispute among the
                  parties  hereto,  the  prevailing  party will be  entitled  to
                  recover  actual  attorney's  fees  (including  for appeals and
                  collection)  and other  expenses  incurred  in such  action or
                  proceeding,  in  addition  to any other  relief to which  such
                  party may be entitled.

         H.       No  Third  Party  Beneficiary.   Nothing  in  this  Agreement,
                  expressed  or implied,  is intended to confer upon any person,
                  other than the parties hereto and their successors, any rights
                  or remedies under or by reason of this Agreement,  unless this
                  Agreement specifically states such intent.

         I.       Counterparts.  It is understood and agreed that this Agreement
                  may be executed in any number of identical counterparts,  each
                  of which may be deemed an original for all purposes.

         J.       Further Assurances.  At any time after the Closing, each party
                  hereto will execute such additional  instruments and take such
                  action as may be  reasonably  requested  by the other party to
                  confirm or perfect  title to the  Warrants  to be  transferred
                  hereunder,  or  otherwise to carry out the intent and purposes
                  of this Agreement.

         K.       Broker's or Finder's Fee: Expenses.  Flex and the Company each
                  warrant that they have not incurred any liability,  contingent
                  or  otherwise,  for brokers' or finders'  fees or  commissions
                  relating  to this  Agreement  for which the other  party shall
                  have  responsibility.  Except as otherwise provided herein, or
                  mutually  agreed  between  the  parties  in  writing  prior to
                  closing, all fees, costs and expenses incurred by either party
                  relating  to  this  Agreement  shall  be  paid  by  the  party
                  incurring same.

         L.       Confidentiality.  Except  as may be  required  by  Flex  under
                  applicable  United State federal or state securities rules and
                  regulations, neither party shall disclose the contents of this
                  Agreement to any person or entity,  including, but not limited
                  to the  public or the media  provided,  however:  (I) that the
                  Company may make such disclosures of this Agreement to persons
                  whose third  party  consents  are  necessary  for  purposes of
                  closing this transaction, and (ii) that the Flex may make such
                  disclosures of this  Agreement to any federal,  state or local
                  agency which Flex, in its sole discretion,  deems necessary to
                  know of nay or all of the terms of this  Agreement  and to any
                  persons whose third party  consents are necessary for purposes
                  of closing this transaction.

         M.       Amendment or Waiver.  Every right and remedy  provided  herein
                  shall be cumulative with every other right and remedy, whether
                  conferred  herein,  at law, or in equity,  and may be enforced
                  concurrently  herewith,  and no  waiver  by any  party  of the
                  performance  of any obligation by the other shall be construed
                  as  a  waiver  of  the  same  or  any  other   default   then,
                  theretofore,  or thereafter occurring or existing. At any time
                  prior to Closing,  this  Agreement may be amended by a writing
                  signed by all parties hereto.

         N.       Headings.   The  section  and  subsection   headings  in  this
                  Agreement  are  inserted  for  convenience  only and shall not
                  affect  in any  way  the  meaning  or  interpretation  of this
                  Agreement.

         O.       Facsimile. A facsimile, telecopy or other reproduction of this
                  instrument  may be executed by one or more parties  hereto and
                  such  executed  copy may be  delivered by facsimile or 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
                  instrument  as  well  as  any  facsimile,  telecopy  or  other
                  reproduction hereof.

         IN WITNESS  WHEREOF the parties hereto have caused this Agreement to be
executed the day and year first above written.

                                  The "Company"
                           NuOasis International Inc.

                                                     By:/s/ Fred G. Luke
                                                     Name: Fred G. Luke
                                                     Title: President


                                     "Flex"
                                Flexweight Corp.

                                                     By:/s/ Walter Sanders
                                                     Name: Walter Sanders
                                                     Title: President