REAL ESTATE PURCHASE AGREEMENT

PARTIES:          Oasis  Hotel,  Resort & Casino  III,  Inc.  - Buyer,  a Nevada
                  Corporation  with  its  principal  officers  located  at  1946
                  Plateau Way, Wendover, Nevada.

                  Oasis  International  Hotel & Casino,  Inc. - Seller, a Nevada
                  corporation  with its  offices  located at 268 West 400 South,
                  Suite 300, Salt Lake City, Utah 84101.

PROPERTY:         Twenty  acres of real  property,  including  all  improvements
                  located  thereon,  located  at  the  Northeast  corner  of the
                  intersection  of I-80  and  Nevada  state  Highway  233 in the
                  county of Elko,  State of Nevada and commonly  known as Oasis,
                  the twenty acres to be taken from a parcel consisting of 49.96
                  acres  more or less and  more  specifically  described  in the
                  legal  description  as attached  hereto and labeled as Exhibit
                  "A." The specific  twenty acres to be  designated by a survey,
                  subject to the mutual agreement of the parties.

         Unless excluded herein,  this sale shall include all fixtures presently
attached  to the  Property:  plumbing,  heating,  air-conditioning  and  venting
fixtures and equipment,  water heater,  built-in appliances,  light fixtures and
bulbs,  bathroom  fixtures,  curtains and  draperies  and rods,  window and door
screens,  storm doors,  window blinds,  awning,  installed  television  antenna,
satellite dishes and systems,  wall-to-wall  carpets,  fences, trees and shrubs,
inventory, trade fixtures, permits, and licenses, if any such are present on the
property,  No items  have been  specifically  represented  to be  present on the
property.  Buyer will grant to Seller an  easement  for free  access to Seller's
property,  the easement to be determined during Buyer's due diligence period and
is moveable at the mutual  agreement of the  parties.  No water rights are to be
granted  by the sale.  Seller  agrees to  provide  water as shall be  determined
during Buyer's due diligence.

         Seller  agrees to sell to Buyer and Buyer agrees to buy from Seller the
property as set forth above upon the following terms and conditions:

         Deposit:          250,000  shares,  valued  at $0.10  each,  of  common
                           stock,  issued  pursuant  to  regulation  504, in the
                           buyer to be  delivered  to seller  within 5  business
                           days of acceptance hereof. The deposit shall be fully
                           earned by Seller upon delivery thereof.

         Price:            Total  purchase  price  shall be  $5,000,000  for the
                           property  as  described  herein  above,  to which the
                           deposit may be applied, the purchase price to be paid
                           as provided for at the time of closing.

         Payment:          The purchase  price of  $5,000,000 is to be paid with
                           $1,000,000  in  cash  at  closing,   credit  for  the
                           deposit,  the  balance  to  be  seller  financed  and
                           secured  by  the  property.  Seller  will  allow  for
                           payments under the terms of repayment to be made with
                           cash or stock in the buyer  corporation at 50% of the
                           bid price for the stock but only so long as the stock
                           is  quoted.   Seller  further  agrees,  upon  written
                           request,  to subordinate its secured  position in the
                           property,  to  loans  used in the  construction  of a
                           hotel or casino on the property.

     DEPOSIT:  Within 90 calendar  days of this  agreement,  both parties  shall
deposit with an agreed and designated  Escrow Holder,  all funds and instruments
necessary to complete the sale in accordance with the terms hereof.  Escrow fees
to be paid by Buyer.


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     CLOSING:  This  transaction  shall be  closed on or before 91 days from the
date hereof,  or thereafter if extended by the agreement of both parties hereto.
Closing  shall occur when:  (a) Buyer and Seller have signed and delivered to an
escrow/title company all documents required by this Contract,  by written escrow
instructions and by applicable law; and (b) the monies required to be paid under
these documents,  have been delivered to the escrow/title company in the form of
cashier's  check,  collected or cleared  funds.  Seller and Buyer shall each pay
one-half (1/2) of the escrow Closing fees. Taxes and assessments for the current
year, rents, and interest on assumed  obligations shall be prorated as set forth
in this Section. Unearned deposits on tenancies shall be transferred to Buyer at
Closing.  Prorations  set forth in this Section  shall be made as of the date of
Closing.

     POSSESSION: Seller shall deliver possession to Buyer upon closing.

     BROKER & AGENT:  Each party shall be  responsible  for any  commissions  to
agents or brokers that it has contracted with.

     EVIDENCE OF TITLE:  (a) Seller has, or shall gave at Closing,  fee title to
the Property and agrees to convey such title to Buyer by general  warranty deed,
free of financial encumbrances as warranted herein; (b) Seller agrees to pay for
and furnish  Buyer at Closing with a current  standard  form  owner's  policy of
title insurance in the amount of the purchase price;  (c) the tikle policy shall
conform with Seller's obligations under (a) and (b) above.

     SELLER'S  DISCLOSURES:  Seller will deliver to Buyer the  following  Seller
Disclosures;  (a) a commitment for the policy of title insurance to be issued by
the title company chosen by Seller,  including copies of all documents listed as
Exceptions on the Commitment;  (b) a copy of all loan documents  relating to any
loan now existing which will encumber the Property after closing; and (c) a copy
of all leases  affecting  the  Property not  expiring  prior to Closing.  Seller
agrees to pay any title commitment cancellation charges.

     GENERAL CONTINGENCIES:  Buyer's approval of the content of items referenced
in Seller's  Disclosures and Buyer's inspection of the Property,  Any inspection
shall be paid for by Buyer and shall be  conducted by an  individual/company  of
Buyer's  choice.  Seller agrees to fully  cooperate  with such  inspection and a
walk-through inspection of the Property as reasonably requested by the Buyer.

         Buyer  shall have 30 days  after  receipt  of the  content of  Seller's
Disclosures  to determine,  if, in Buyer's sole  discretion,  the content of all
Seller Disclosures is acceptable.

         If Buyer does not  deliver a written  objection  to Seller  regarding a
Seller  Disclosure ot the Property  Inspection  within the time provided  above,
that document or inspection will be deemed approved or waived by Buyer.

         If Buyer  objects,  buyer and Seller shall have 21 calendar  days after
receipt of the objections to resolve Buyer's  objections.  Seller may, but shall
not be required to, resolve Buyer's  objections.  If Buyer's  objections are not
resolved within the 21 calendar days,  Buyer may void this Contract by providing
written  notice to Seller within the same 21 calendar  days. If this contract is
not voided by Buyer,  Buyer's objection is deemed to have been waived.  However,
this waiver does not affect any other matters warranted by Seller.

CHANGES  DURING  TRANSACTIONS:  Seller  agrees  that no changes in any  existing
leases shall be made, no new leases entered into, and no substantial alterations
or improvements to the Property shall be made or undertaken  without the written
consent of the Buyer.


<PAGE>

     AUTHORITY OF SIGNERS:  The persons executing this Contract on behalf of the
Buyer and the Seller  warrant  that each has the  authority to do so and to bind
the named Buyer and Seller corporations.

     COMPLETE CONTRACT:  This instrument together with its addenda, any attached
exhibits, and Disclosures constitute the entire Contract between the parties and
supersedes  and  replaces  any  and  all  prior  negotiations,  representations,
warranties,  understandings,  term sheets or contracts between the parties. This
Contact cannot be changed except by written agreement of the parties.

     DISPUTE RESOLUTION: The parties agree that any dispute or claim relating to
this Contract,  including but not limited to the disposition of the Deposit, the
breach  of  termination  of  this  Contract  or the  services  related  to  this
transaction,  shall first be submitted to mediation in accordance with the Rules
of the American Arbitration Association.  Disputes shall include representations
made by the parties, any broker or other person or entity in connection with the
sale,  purchase,  financing,  condition or other aspect of the Property to which
this  Contract   pertains,   including   without   limitation,   allegations  of
concealment,  misrepresentation,  negligence  and/or fraud. Each party agrees to
bear its own costs of mediation. Any agreement signed by the parties pursuant to
the mediation shall be binding.  If mediation fails,  the procedures  applicable
and  remedies  available  under  this  Contract  shall  apply.  Nothing  in this
paragraph  shall  prohibit any party from  seeking  emergency  equitable  relief
pending mediation.  The parties agree that mediation under this paragraph is not
mandatory, but is optional upon agreement of all parties.

     DEFAULT:  If Buyer defaults,  Seller may elect to either retain the Deposit
as liquidated damages or to return the Deposit and sue Buyer to enforce Seller's
rights. If Seller defaults, buyer is entitled to the return of the Deposit or to
sue Seller to enforce Buyer's rights.  Where a section of this Contract provides
a  specific  remedy,  the  parties  intend  that the remedy  shall be  exclusive
regardless of rights which might otherwise be available under common law.

     ATTORNEYS FEES: In any action arising out of this Contract,  the prevailing
party shall be entitled to costs and reasonable attorney's fees.

     APPLICABLE LAW AND VENUE DESIGNATION: The parties agree that the Law of the
State of Nevada shall apply to any issue  arising  under this  Agreement and the
parties  further  agree and stipulate  that the Courts  located in the County of
Elko,  Nevada have  jurisdiction to hear and rule upon any dispute arising under
this Agreement.

     ABROGATION:  Except  for  express  warranties  made in this  Contract,  the
provisions of this Contract shall not apply after Closing.

     RISK OF LOSS:  All risk of loss or damage to the Property shall be borne by
Seller until Closing.

     TIME IS OF THE  ESSENCE:  Time is of the  essence  regarding  the dates set
forth in this  transaction.  Extensions  must be agreed to in writing and by all
parties.  Performance  under eaach section and paragraph of this Contract  which
references a date shall be required  absolutely by 5:00 p.m. Pacific Time on the
stated date.

     ZONING:  The  parties  agree  to  cooperate  in  the  zoning  of any of the
property,  including the development of a master plan for the area in support of
any application by either party for zoning change applications.

     HEADINGS AND CAPTIONS:  The headings or captions of paragraphs are included
solely for convenience.  If a conflict exists between any heading or caption and
the text of this Agreement, the text shall control.


<PAGE>

     SEVERABILITY:  If any of the  terms or  provisions  of this  Agreement  are
determined  to be invalid,  such invalid  term or provision  shall not affect or
impair the remainder of this  Agreement,  but such  remainder  shall continue in
full force and effect to the same extent as though the invalid term or provision
were not contained herein.

     EXECUTION IN  COUNTERPARTS:  This  Agreement may be executed in two or more
counterparts, each of which may be executed by one of the parties, with the same
force and effect as though all of the parties  executing such  counterparts have
executed but one instrument.

     FACSIMILE (FAX)  DOCUMENTS:  Facsimile  transmission of any sighed original
document, and retransmission of any signed facsimile transmission,  shall be the
same as delivery of an original.

     SUCCESSORS AND ASSIGNS:  This Agreement  shall be binding upon and inure to
the benefit of the parties and their respective  heirs,  legal  representatives,
successors and permitted assigns.

     ACCEPTANCE: Acceptance occurs when Seller or Buyer, responding to any offer
or counteroffer, (if any) (a) signs the offer or counter where noted to indicate
acceptance;  and (b)  communicates to the other party or the other party's agent
that the offer or counteroffer has been signed as required.



Oasis Hotel, Resort & Casino III, Inc.
BUYER'S SIGNATURE:          /s/Walter Sanders                       4-9-98
                            By: Walter Sanders, President


OASIS INTERNATIONAL HOTEL & CASINO, INC.
SELLER'S SIGNATURE:         /s/Richard Surber                       4-9-98
                            By: Richard Surber, President



<PAGE>


                            REAL PROPERTY DESCRIPTION

         Twenty acres of real property  located in the County of Elko,  State of
Nevada,  to be  designated  by survey from the  following  parcel  described  as
follows:

TRACT ONE:

         A parcel of land  located  in  Sections  2 and 3, T 36 N, R 66 E, MDB &
         Elko County, Nevada, more particularly described as follows:

         Beginning  at the South 1/4  corner of said  Section  2, a point  begin
         corner no. 1, the true point of beginning.

         Thence N 88 deg. 56 min. 46 sec. W, 624.62 feet along the South line of
         said  Section  2, to corner no. 2, a point  being on the  Northeasterly
         Right of Way of Interstate Route 80,

         thence N 02 deg. 47 min. 03 sec. W, 661.90 feet along the North line of
         the said East line the SW 1/4 of the SW 14 of  Section 2 to corner  no.
         4, a point being the Northeast  corner of the said SW 1/4 of the SW 1/4
         of Section 2,

         thence N 89 deg. 26 min. 47 sec. W,  1041.89  feet along the North line
         of the said Sw 1/4 of the SW 1/4 of  Section w to corner no. 5, a point
         on the said Northeasterly Right of Way of Interstate Route 80,

         thence from a tangent bearing N 45 deg. 17 min. 44 sec. W on a curve to
         the right with a radius 4018.00 feet through a central angle of 02 deg.
         50 min 36  sec.  For an arc  length  of  199.39  feet  along  the  said
         Northeasterly Right of Way of Interstate Route 80 to corner no. 6,

         thence  N 42  deg.  27 min 08  sec.  W,  233.99  feet  along  the  said
         Northeasterly  Right of Way of  Interstate  Route 80 to corner no. 7, a
         point also being on the West line of said Section 2,

         thence N 02 deg.  59 min.  54 sec.  W,  118.81 feet along the said West
         line of Section 2 to corner no. 8,

         thence N 38 deg. 15 min 31 sec. W, 268.12 feet to corner no. 9, a point
         also being on the