REORGANIZATION AGREEMENT

         THIS  REORGANIZATION  AGREEMENT  entered into this 1st day of May, 1998
by, between and among Flexweight  Corporation  ("FLEX"),  a Kansas  corporation,
FLEX  Holdings,  Inc.  ("FLEX  Holdings"),   a  Nevada  Corporation  that  is  a
wholly-owned  subsidiary of FLEX and Oasis Hotel, Resort & Casino - III, Inc., a
Nevada Corporation ("OASIS").

NOW,   THEREFORE,   in  consideration  of  the  mutual  covenants,   agreements,
representations  and warranties  herein  contained,  the parties hereby agree as
follows:

1.       Merger. FLEX agrees to cause to be organized, a wholly-owned subsidiary
         known as FLEX  Holdings  (a Nevada  Corporation).  At such time as FLEX
         Holdings has been  organized and is, in the opinion of FLEX,  permitted
         by law to  execute  an  acceptance  of this  Agreement,  the  board  of
         directors of FLEX  Holdings  shall adopt  resolutions  authorizing  the
         execution and delivery of the form of plan of merger  (Exhibit "A") for
         the  purpose  of a merger of FLEX  Holdings  with and into OASIS as the
         surviving   corporation.   On  adoption  of  such  resolutions  and  in
         consideration of the execution and delivery of this Agreement by OASIS,
         FLEX and FLEX  Holdings,  OASIS  shall  survive  the  merger  with FLEX
         Holdings and become a wholly-owned subsidiary of FLEX.

2.       Exchange  of Shares.  Subject to all the terms and  conditions  of this
         Agreement,  all of the OASIS  Common Stock  outstanding  on the date of
         closing,  as defined later in this  Agreement,  shall be converted into
         3,010,000  shares  of FLEX  Common  Stock  (the  "Exchanged  Stock"  or
         "Exchanged Shares"). At Closing, the Exchanged Stock shall be issued to
         the   OASIS   stockholders   (the   "OASIS   Stockholders"   or  "OASIS
         Shareholders")  thereof in proportion to their interests as they appear
         on the  books  and  records  of  OASIS  (Exhibit  "B")  and  the  OASIS
         Stockholders shall surrender to FLEX, the certificates representing the
         OASIS Common  Stock which shall be canceled,  and all rights in respect
         thereof shall cease.  The shares of Exchanged  Stock issued pursuant to
         this  Section and the merger  shall be, when  issued,  legally  issued,
         fully paid, and  non-assessable.  The merger shall become  effective at
         the time  Articles of Merger are filed with the  Secretary  of State of
         the  state of  Nevada,  and  shall  have the  effect  set  forth in the
         corporation law of the State of Nevada.

         a.       As the surviving corporation, OASIS may take any action in the
                  name and on behalf of either  FLEX  Holdings or OASIS in order
                  to carry out and effectuate the  transactions  contemplated by
                  this Agreement.

         b.       The directors and officers of OASIS (Exhibit "C")  immediately
                  prior to the merger will remain the  directors and officers of
                  OASIS after the merger and shall  further  replace the current
                  directors  and  officers  of FLEX and FLEX  Holdings  (Exhibit
                  "D").

         c.       The Articles of Incorporation  of OASIS in effect  immediately
                  prior to the merger will remain the Articles of  Incorporation
                  after the merger,  without any  modification or amendment as a
                  result of the merger.

         d.       The Bylaws of OASIS in effect  immediately prior to the merger
                  will  remain  the  Bylaws   after  the  merger,   without  any
                  modification or amendment as a result of the merger.

3.       Exemption  from  Registration.  The  parties  hereto  intend  that  the
         Exchanged Shares shall be exempt from the registration  requirements of
         the Securities  Act of 1933, as amended (the " 1933 Act"),  pursuant to
         Section 4(2) of the 1933 Act and the rules and regulations  promulgated
         thereunder  and  exempt  from  the  registration  requirements  of  the
         applicable states. In furtherance  thereof, the OASIS Shareholders will
         execute and deliver to FLEX at Closing,  investment letters suitable to
         FLEX counsel, in form substantially as per Exhibit "E" attached hereto.


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4.       Non-taxable Transaction.  The parties intend to effect this transaction
         as a non-taxable reorganization.

5.       Warranties  and  Representations  of OASIS In order to induce  FLEX and
         FLEX  Holdings  to  enter  into  this  Agreement  and to  complete  the
         transaction  contemplated hereby, OASIS warrants and represents to FLEX
         and FLEX Holdings that:

         a.       Organization  and  Standing.   OASIS  is  a  corporation  duly
                  organized,  validly  existing and in good  standing  under the
                  laws of the State of Nevada,  is qualified to do business with
                  a foreign  corporation in every other state or jurisdiction in
                  which it operates  to the extent  required by the laws of such
                  states and jurisdictions,  and has full power and authority to
                  carry on its business as now  conducted and to own and operate
                  its  assets,  properties  and  business.  Attached  hereto  as
                  Exhibit "F" are true and correct copies of OASIS's Certificate
                  of Incorporation,  Amendments thereto and all current By-laws.
                  No  changes  thereto  will be made in any of the  Exhibit  "F"
                  documents before Closing.

         b.       Capitalization.  As  of  Closing,  OASIS's  entire  authorized
                  equity capital consists of 20,000,000  shares of Common Stock,
                  of which 3,010,000  shares of Common Stock will be outstanding
                  as of the Closing and 5,000,000  shares of Preferred  Stock of
                  which  there  are no  shares  issued  and  outstanding.  As of
                  Closing,  there will be no other  voting or equity  securities
                  authorized or issued,  nor any authorized or issued securities
                  convertible    into   voting   stock,   and   no   outstanding
                  subscriptions,  warrants, calls, options, rights,  commitments
                  or  agreements  by  which  OASIS  is  bound,  calling  for the
                  issuance of any additional shares of Common Stock of any other
                  voting  or  equity   security.   The  OASIS's   Common  Shares
                  constitute  100%  of  the  equity  capital  of  OASIS,   which
                  includes,  inter -----  alia,  100% of OASIS's  voting  power,
                  right to receive  dividends,  when,  and if declared ----- and
                  paid,  and the right to receive the  proceeds  of  liquidation
                  attributable  to Common  Stock,  if any. From the date hereof,
                  and until the Closing Date, no dividends or  distributions  of
                  capital,  surplus,  or profits  shall be paid or  declared  by
                  OASIS in redemption of their outstanding  shares or otherwise,
                  and except as described  herein no additional  shares shall be
                  issued by said corporation.

         c.       Ownership  of OASIS  Shares As of the date  hereof,  the OASIS
                  Stockholders are the sole owners of the OASIS's Common Shares,
                  free and clear of all liens,  encumbrances and restrictions of
                  any nature  whatsoever,  except by reason of the fact that the
                  OASIS's Common Shares will not have been registered  under the
                  1933 Act, or any applicable State Securities Laws.

         d.       Taxes.  Within the times and in the manner  prescribed by law,
                  OASIS has filed all  federal,  state and local income or other
                  tax returns  and reports  that it is required to file with all
                  governmental  agencies and has paid or accrued for payment all
                  taxes as shown on such  returns,  such that a failure to file,
                  pay or  accrue  will not have a  material  adverse  effect  on
                  OASIS.

         e.       No Pending Actions.  To the best of OASIS's  knowledge,  after
                  diligent  inquiry,  there  are  no  legal  actions,  lawsuits,
                  proceedings  or  investigations,   either   administrative  or
                  judicial, pending or threatened against or affecting OASIS, or
                  against any of OASIS's officers or directors that arise out of
                  their  operation  of OASIS,  nor is OASIS in  violation of any
                  Federal or State law, material  ordinance or regulation of any
                  kind whatever,  including,  but not limited to laws, rules and
                  regulations  governing the sale of its  products,  services or
                  securities.  OASIS is not an investment  company as defined in
                  or  otherwise  subject to  regulation  under,  the  Investment
                  Company Act of 1940.



                                    Page -2-

<PAGE>



         f.       Ownership of Assets. OASIS has good, marketable title, without
                  any liens or  encumbrances of any nature  whatever,  to all of
                  the following: its assets, properties and rights of every type
                  and description,  including,  without limitation,  all cash on
                  hand and in banks, certificates of deposit, stocks, bonds, and
                  other securities, goodwill, customer lists, its corporate name
                  and  all  variants   thereof,   trademarks  and  trade  names,
                  copyrights    and   interests    thereunder,    licenses   and
                  registrations,  pending  licenses and permits and applications
                  therefor, inventions, processes, know-how, trade secrets, real
                  estate  and  interests   therein  and  improvements   thereto,
                  machinery, equipment, vehicles, notes and accounts receivable,
                  fixtures, rights under agreements and leases,  franchises, all
                  rights and claims under insurance policies and other contracts
                  of whatever nature,  rights in funds of whatever nature, books
                  and  records and all other  property  and rights of every kind
                  and nature  owned or held by OASIS as of this  date,  and will
                  continue to hold such title on and after the completion of the
                  transactions  contemplated by this  Agreement;  and, except in
                  its ordinary course of business, OASIS has not disposed of any
                  such asset  since the date of the most  recent  balance  sheet
                  described herein.

         g.  Subsidiaries.  OASIS has no  subsidiaries  and owns no  interest in
other enterprises.

         h.       No Interest in Suppliers, Customers, Landlords or Competitors.
                  No member  of the  family of any of  OASIS's  Stockholders  or
                  employees  has any  interest  of any  nature  whatever  in any
                  supplier, customer, landlord or competitor of OASIS.

         i.       No Debt Owed by OASIS.  Except  as set forth in  Exhibit  "K",
                  OASIS does not owe any money,  securities,  or property to any
                  member  of  the  family  of  any of  OASIS's  Stockholders  or
                  employees  either  directly or indirectly.  To the extent that
                  OASIS  may have any  undisclosed  liability  to pay any sum or
                  property  to any such  person or entity or any member of their
                  families,   such  liability  is  hereby  forever   irrevocably
                  released  and  discharged.  OASIS  does not have any  material
                  debt, liability or obligation of any nature,  whether accrued,
                  absolute,  contingent  or  otherwise,  and  whether  due or to
                  become due,  that is not  reflected  in the  balance  sheet of
                  OASIS  included  hereto.  OASIS does not now have, nor will it
                  have on the  Closing  Date any  pension  plan,  profit-sharing
                  plan,  or  stock  purchase  plan for any of its  employees  or
                  certain options to proposed executive officers.

         j.       Corporate   Records.   All  of  OASIS's   books  and  records,
                  including, without limitation, its books of account, corporate
                  records,  minute  book,  stock  certificate  books  and  other
                  records are  up-to-date,  complete and reflect  accurately and
                  fairly the conduct of its  business in all  material  respects
                  since its date of incorporation.

         k.       OASIS  Financial  Statements.  Within 60 days from the date of
                  this  Agreement,  OASIS will  provide to the approval of FLEX,
                  audited  financial  statements  for OASIS for the period ended
                  April 30, 1998 prepared in accordance with generally  accepted
                  accounting  principles  in the United  States  ("GAAP") (or as
                  permitted by regulation S-X, S-B and/or the rules  promulgated
                  under the 1933 Act and the 1934 Act and audited by independent
                  certified public accountants with substantial SEC experience).

         l.       Conduct of Business.  Prior to Closing, the OASIS Shareholders
                  represent  that OASIS shall conduct its business in the normal
                  course.  OASIS shall not amend its Articles of Incorporation ,
                  as the case may be, or Bylaws  (except as may be  described in
                  this Agreement),  declare dividends, redeem securities,  incur
                  additional or  newly-funded  liabilities  outside the ordinary
                  course of business, acquire or dispose of fixed assets, change
                  employment  terms,   enter  into  any  material  or  long-term
                  contract,  guarantee obligations of any third party, settle or
                  discharge  any  balance  sheet  receivable  for less  than its
                  stated  amount,  pay more on any  liability  than  its  stated
                  amount, or enter into any other transaction  without the prior
                  approval of FLEX, not to be unreasonably withheld.

                                    Page -3-

<PAGE>




         m.       Corporate  Summary.  Within  30  days  from  the  date of this
                  Agreement,  OASIS will  provide  to the  approval  of FLEX,  a
                  feasibility  study and business plan to be attached  hereto as
                  Exhibit "M",  which  accurately  describes  OASIS's  business,
                  assets, proposed operations and management.

6.       Warranties  and  Representations  of FLEX.  In order to induce OASIS to
         enter into this Agreement and to complete the transaction  contemplated
         herein, FLEX warrants and represents to OASIS that:

          a.      Organization   and  Standing.   FLEX  is  a  corporation  duly
                  organized,  validly  existing and in good  standing  under the
                  laws of  Kansas,  is  qualified  to do  business  as a foreign
                  corporation  in every  other state in which it operates to the
                  extent required by the laws of such states, and has full power
                  and authority to carry on its business as now conducted and to
                  own and operate its assets, properties and business.  Attached
                  hereto as Exhibit  "N" are true and  correct  copies of FLEX's
                  Certificate  of  Incorporation,  Amendments  thereto  and  all
                  current By-laws. No changes thereto will be made in any of the
                  Exhibit "N" documents before Closing.

         b.       Capitalization.   FLEX's  entire   authorized  equity  capital
                  consists of 25,000,000  shares of voting  Common Stock,  $0.10
                  par value.  As of the Closing,  but  immediately  prior to the
                  reorganization contemplated herein, FLEX shall have a total of
                  49,625  shares of its Common  Stock  issued  and  outstanding.
                  After  giving  effect  to the  700,000  shares to be issued to
                  consultants  (Exhibit  "O"),  pursuant  to  a  S-8  Registered
                  offering  under  the 1933  Act,  and the  3,010,000  shares of
                  restricted   stock   issued   to   OASIS,   pursuant   to  the
                  Reorganization,  there will be a total of 3,759,625  shares of
                  FLEX issued and  outstanding.  Upon such issuance,  all of the
                  FLEX  Common  Stock  will be  validly  issued  fully  paid and
                  non-assessable.  The relative rights and preferences of FLEX's
                  equity   securities  are  set  forth  in  FLEX's  Articles  of
                  Incorporation,  Amendments  thereto  and all  current  By-laws
                  (Exhibit  "N").  Except as set forth in Exhibit "Q", there are
                  no voting or equity securities  convertible into voting stock,
                  and no outstanding  subscriptions,  warrants,  calls, options,
                  rights,  commitments  or  agreements  by which  FLEX is bound,
                  calling for the  issuance of any  additional  shares of Common
                  Stock or any other voting or equity security.  Accordingly, as
                  of the Closing the 3,010,000  shares being issued to the OASIS
                  Stockholders will constitute  approximately 80.0% of the total
                  outstanding  shares of FLEX,  which includes inter alia,  that
                  same  percentage  of FLEX's  voting  power,  right to  receive
                  dividends, when, as and if declared and paid, and the right to
                  receive the  proceeds of  liquidation  attributable  to Common
                  Stock, if any. The shares issued to consultants and the 49,625
                  shares previously issued, will constitute  approximately 20.0%
                  of  the   total   outstanding   shares   of  FLEX   after  the
                  reorganization.  All of the 49,625 previously issued shares of
                  FLEX Corporation were issued pursuant to valid exemptions from
                  registration under the 1933 Act.

         c.       Ownership  of Shares.  By FLEX's  issuance  of the FLEX Common
                  Shares to the OASIS  Stockholders  pursuant to this Agreement,
                  the OASIS  Stockholders will thereby acquire good and absolute
                  marketable  title  thereto,  free  and  clear  of  all  liens,
                  encumbrances and restrictions of any nature whatsoever, except
                  by reason of the fact that such FLEX  Common  Shares  will not
                  have  been  registered   under  the  1933  Act  or  any  state
                  securities  laws and will be subject to the resale terms under
                  the investment letter (Exhibit "E").

         d.       Taxes. At or before Closing, FLEX will have filed all federal,
                  state and local  income or other tax returns and reports  that
                  it is required to file with all governmental  agencies and has
                  paid all taxes as shown on such  returns.  All of such returns
                  are true and complete.


                                    Page -4-

<PAGE>



         e.       No Pending  Actions.  To the best of FLEX's  knowledge,  after
                  diligent  inquiry,  there  are  no  legal  actions,  lawsuits,
                  proceedings  or  investigations,   either   administrative  or
                  judicial,  pending or threatened against or affecting FLEX, or
                  against any of FLEX's  officers or directors that arise out of
                  their  operation  of  FLEX,  nor is FLEX in  violation  of any
                  Federal or State law, material  ordinance or regulation of any
                  kind whatever,  including,  but not limited to laws, rules and
                  regulations  governing the sale of its  products,  services or
                  securities. FLEX is not an investment company as defined in or
                  otherwise subject to regulation under, the Investment  Company
                  Act of 1940.

         f.       Filings with the  Securities  and Exchange  Commission  "SEC".
                  FLEX  has  made  all  filings  with  the SEC  that it has been
                  required to make under the  Securities  Act and the Securities
                  Exchange Act of 1934 (the  "Exchange  Act")(collectively,  the
                  "Public  Reports").  Each of the Public  Reports has  complied
                  with the  Securities  Act and the Exchange Act in all material
                  respects.  None of the Public Reports,  as of their respective
                  dates,   currently   contain  or  have  contained  any  untrue
                  statement  of a  material  fact or omitted to state a material
                  fact necessary in order to make the  statements  made therein,
                  in light of the  circumstances  under  which  they were  made,
                  false or misleading.

         g.       Corporate Records. All of FLEX's books and records,  including
                  without  limitation,  its book of account,  corporate records,
                  minute book,  stock  certificate  books and other  records are
                  up-to-date,  complete  and reflect  accurately  and fairly the
                  conduct  of its  business  in all  respects  since its date of
                  incorporation. All of said books and records will be delivered
                  to OASIS at Closing.

7.       Warranties and  Representations  of FLEX  Holdings.  In order to induce
         OASIS to enter into this  Agreement  and to  complete  the  transaction
         contemplated  herein,  FLEX Holdings  warrants and  represents to OASIS
         that:

         a.       Organization and Standing. FLEX Holdings is a corporation duly
                  organized,  validly  existing and in good  standing  under the
                  laws of  Nevada,  is  qualified  to do  business  as a foreign
                  corporation  in every  other state in which it operates to the
                  extent required by the laws of such states, and has full power
                  and authority to carry on its business as now conducted and to
                  own and operate its assets, properties and business.  Attached
                  hereto  as  Exhibit  "P" are true and  correct  copies of FLEX
                  Holdings's  Certificate of Incorporation,  Amendments  thereto
                  and all current  By-laws.  No changes  thereto will be made in
                  any of the Exhibit "P" documents before Closing.

         b.       Capitalization. FLEX Holdings entire authorized equity capital
                  consists  of  20,000,000  shares  of voting  Common  Stock and
                  5,000,000 shares of Preferred Stock, both $0.001 par value. As
                  of the Closing,  but immediately  prior to the  reorganization
                  contemplated  herein,  FLEX Holdings shall have a total of 100
                  shares of its Common Stock issued and  outstanding  owned 100%
                  by  FLEX  free  and  clear  of  all  liens,  encumbrances  and
                  restrictions of any nature whatsoever, except by reason of the
                  fact  that  such  FLEX  Holdings  shares  will not  have  been
                  registered under the 1933 Act or any state  securities  laws..
                  The FLEX  Holdings  shares  owned by FLEX are  validly  issued
                  fully  paid and  non-  assessable.  The  relative  rights  and
                  preferences of FLEX Holding's equity  securities are set forth
                  in  FLEX  Holding's  Articles  of  Incorporation,   Amendments
                  thereto and all current  By-laws  (Exhibit "P").  There are no
                  other  voting or equity  securities  convertible  into  voting
                  stock,  and no  outstanding  subscriptions,  warrants,  calls,
                  options,  rights,  commitments  or  agreements  by which  FLEX
                  Holdings is bound,  calling for the issuance of any additional
                  shares of Common Stock or any other voting or equity security.
                  Accordingly, as of the Closing the 100 shares of FLEX Holdings
                  owned by FLEX constitutes 100% of the total outstanding shares
                  of FLEX Holdings,  which includes inter ----- alia,  that same
                  percentage of FLEX's voting power, right to receive dividends,
                  when, as ----

                                    Page -5-

<PAGE>



                  and if  declared  and  paid,  and the  right  to  receive  the
                  proceeds of liquidation attributable to Common Stock, if any.

         c.       Taxes. At or before Closing, FLEX Holdings will have filed all
                  federal,  state and local  income  or other  tax  returns  and
                  reports  that it is  required  to file  with all  governmental
                  agencies and has paid all taxes as shown on such returns.  All
                  of such returns are true and complete.

         d.       No Pending Actions.  To the best of FLEX Holding's  knowledge,
                  after diligent inquiry, there are no legal actions,  lawsuits,
                  proceedings  or  investigations,   either   administrative  or
                  judicial,  pending or  threatened  against or  affecting  FLEX
                  Holdings  , or  against  any of  FLEX  Holding's  officers  or
                  directors that arise out of their  operation of FLEX Holdings,
                  nor is FLEX Holdings in violation of any Federal or State law,
                  material   ordinance  or  regulation  of  any  kind  whatever,
                  including,  but not  limited  to laws,  rules and  regulations
                  governing  the sale of its products,  services or  securities.
                  FLEX  Holdings is not an  investment  company as defined in or
                  otherwise subject to regulation under, the Investment  Company
                  Act of 1940.

         e.       Corporate  Records.  All of FLEX  Holdings  books and records,
                  including without limitation,  its book of account,  corporate
                  records,  minute  book,  stock  certificate  books  and  other
                  records are  up-to-date,  complete and reflect  accurately and
                  fairly the conduct of its business in all  respects  since its
                  date of  incorporation.  All of said books and records will be
                  delivered to OASIS at Closing.

8.       No Misleading  Statements or Omissions.  Neither this Agreement nor any
         Exhibit, Schedule or Documents attached hereto or presented to FLEX and
         FLEX  Holdings  by OASIS or to  OASIS  by FLEX  and  FLEX  Holdings  in
         connection herewith,  contains any materially misleading statement,  or
         omits any fact of statement  necessary to make the other  statements or
         facts therein set forth not materially misleading.

9.       Validity  of this  Agreement.  By  Closing,  all  corporate  and  other
         proceedings  required to be taken by OASIS,  FLEX  Holdings and FLEX in
         order to enter into and to carry out this Agreement will have been duly
         and properly  taken.  This  Agreement  has been duly executed by OASIS,
         FLEX Holdings and FLEX and constitutes the valid and binding obligation
         of each of them and shall inure to the benefit of the heirs, executors,
         administrators  and  assigns  of the  OASIS  Shareholders  and upon the
         successors and assigns of FLEX and FLEX Holdings,  except to the extent
         limited   by   applicable   bankruptcy,   reorganization,   insolvency,
         moratorium  or  other  laws  relating  to or  effecting  generally  the
         enforcement  of creditors  rights.  The  execution and delivery of this
         Agreement  and the carrying out of its purposes  will not result in the
         breach of any of the terms or  conditions  of, or  constitute a default
         under or violate the parties Certificate of Incorporation and Amendment
         thereto or  document  of  undertaking,  oral or  written,  to which the
         parties are a party to or is bound or may be affected by, nor will such
         execution,   delivery  and  carrying  out  violate  any  order,   writ,
         injunction,  decree,  law, rule or regulation of any court,  regulatory
         agency or other  governmental  body;  and the business now conducted by
         the parties can continue to be so  conducted  after  completion  of the
         transaction   contemplated  hereby,  with  OASIS  as  a  wholly-  owned
         subsidiary of the FLEX resulting from the reorganization  between FLEX,
         FLEX Holdings and OASIS.

10.      Enforceability  of this  Agreement.  When duly executed and  delivered,
         this Agreement and the Exhibits hereto,  which are incorporated  herein
         and made a part  hereof,  are  legal,  valid,  and  enforceable  by the
         parties hereto.  according to their terms, except to the extent limited
         by applicable  bankruptcy,  reorganization,  insolvency,  moratorium or
         other laws  relating  to or  effecting  generally  the  enforcement  of
         creditors rights.


                                    Page -6-

<PAGE>



11.      Access to Books and Records.  During the course of this transaction and
         up until Closing, FLEX and OASIS agree to make available for inspection
         all corporate books,  records and assets,  and otherwise afford to each
         other and their respective  representatives,  reasonable  access to all
         documentation and other information concerning the business,  financial
         and legal  conditions of each other for the purpose of conducting a due
         diligence investigation thereof. Such due diligence investigation shall
         be for  the  purpose  of  satisfying  each  party  as to the  business,
         financial  and  legal  condition  of  each  other  for the  purpose  of
         determining   the    desireability   of   consummating   the   proposed
         Reorganization.  FLEX and OASIS further agree to keep  confidential and
         not  use  for  their  own  benefit,  except  in  accordance  with  this
         Reorganization  Agreement, any information or documentation obtained in
         connection with any such investigation.

12.      Indemnification.   All  representations,   warranties,   covenants  and
         agreements  made  herein  and in the  Exhibits  attached  hereto  shall
         survive  the  execution  and  delivery  of this  Agreement  and payment
         pursuant  thereto.  The  officers and  directors of the parties  hereto
         hereby agree, jointly and severally, to indemnify, defend, and hold the
         other harmless from and against any damage, loss liability,  or expense
         (including,  without  limitation,  reasonable expenses of investigation
         and reasonable  attorney's  fees) arising out of any material breach of
         any  representation,  warranty,  covenant,  or  agreement  made  by the
         officers and directors of the other parties to this Agreement.

13.      Restricted Shares;  Legend. All of the FLEX Common Shares issued to the
         OASIS Stockholders herein will be "restricted securities" as defined in
         Rule 144 under the 1933 Act; and each stock  certificate  issued to the
         OASIS stockholders  hereunder will bear the usual restrictive legend to
         such effect.  Appropriate Stop Transfer  instructions  will be given to
         FLEX's stock transfer agent.

14.      No Reverse  Split.  As a material  term hereto and a condition  to FLEX
         entering into this Agreement,  OASIS and the OASIS  Shareholders  agree
         that for a period of twelve (12) months from the date of Closing, there
         will be no reorganizations,  recapitalizations  or reverse stock splits
         which would have a dilutive effect on the pre-acquisition  shareholders
         of FLEX, without the prior written consent of the existing directors of
         FLEX as of the date of this Agreement.

15.      Expenses.  Each of the Constituent  Corporations shall bear and pay all
         costs and expenses  incurred by it or on its behalf in connection  with
         the  consummation of this Agreement,  including,  without  limiting the
         generality   of  the   foregoing,   fees  and   expenses  of  financial
         consultants,  accountants  and counsel and the cost of any  documentary
         stamps,  sales and excise taxes which may be imposed upon or be payable
         in respect to the transaction.

16.      Closing. The Closing of the transactions contemplated by this Agreement
         ("Closing")  shall take place at 1:00 P.M. on the day after all parties
         have  supplied  the  required   documents  and  obtained  the  required
         approvals  as  discussed  herein  except that OASIS shall have until 60
         days from the date of this Agreement to obtain the financial statements
         as  discussed  herein.  Closing  shall take place at the offices of 268
         West 400 South, Salt Lake City, Utah 84101 or such other date and place
         as the parties hereto shall agree upon or by FAX and Federal Express.

17.      Deliveries. At the Closing, the OASIS Shareholders as listed on Exhibit
         "B" attached hereto shall deliver  certificates  representing the OASIS
         shares  to  FLEX  for  cancellation,  and  FLEX  shall  deliver  either
         certificates  representing  the  Exchanged  Shares,  duly issued to the
         OASIS  Shareholders as listed on Exhibit "B" attached hereto, or a copy
         of a letter from FLEX to its transfer agent,  instructing such transfer
         agent to issue the  certificates  representing  the FLEX  Shares to the
         OASIS  Shareholders.   Additionally,  all  other  documents  and  items
         referred to herein shall be exchanged.

18.      Conditions Precedent to Closing.

         a.       The obligations of OASIS under this Agreement shall be and are
                  subject to fulfillment,  prior to or at the Closing of each of
                  the following conditions:

                                    Page -7-

<PAGE>




                  i.       That each of the  representations  and  warranties of
                           FLEX  contained  herein  shall be true and correct at
                           the   time   of  the   Closing   date   as  if   such
                           representations  and  warranties  were  made  at such
                           time;

                  ii.      That FLEX shall have  performed or complied  with all
                           agreements,  terms and  conditions  required  by this
                           Agreement to be  performed  or complied  with by them
                           prior to or at the time of the Closing;

                  iii.     That OASIS's representations and warranties contained
                           herein  shall  be true  and  correct  at the  time of
                           Closing   date   as  if  such   representations   and
                           warranties were made at such time; and

                  iv.      That  OASIS  has   performed  or  complied  with  all
                           agreements,  terms and  conditions  required  by this
                           Agreements  to be performed or complied  with by them
                           prior to or at the time of Closing date.

19.  Termination.  This  Agreement  may be  terminated at any time before or; at
Closing, by:

         a.       The mutual agreement of the parties;

         b. Any party if:

                  i.       Any provision of this Agreement applicable to a party
                           shall   be   materially   untrue   or   fail   to  be
                           accomplished.

                  ii.      Any legal  proceeding  shall have been  instituted or
                           shall be imminently threatening to delay, restrain or
                           prevent the consummation of this Agreement.

                  iii.     There is a materially adverse change in the financial
                           condition or business operation of the other party.

         c.       Upon  termination  of  this  Agreement  for  any  reason,   in
                  accordance  with the  terms and  conditions  set forth in this
                  paragraph,  each said party shall bear all costs and  expenses
                  as each party has incurred and no party shall be liable to the
                  other.

20.      Exhibits.  All Exhibits attached hereto are incorporated herein by this
         reference as if they were set forth in entirety.

21.      Miscellaneous  Provisions.  This  Agreement  is  the  entire  agreement
         between the parties in respect of the subject matter hereof,  and there
         are no other  agreements,  written or oral,  nor may this  Agreement be
         modified  except in writing and executed by all of the parties  hereto.
         The  failure to insist upon  strict  compliance  with any of the terms,
         covenants or conditions of this Agreement  shall not be deemed a waiver
         or relinquishment of such right or power at any other time or times.

22.      Governing  Law.  This  Agreement  shall be governed by and construed in
         accordance with the internal laws of the State of Nevada.

23.      Notices. All notices, requests,  instructions, or other documents to be
         given  hereunder shall be in writing and sent by registered mail to the
         parties at the addresses first appearing herein:

24.      Counterparts.  This  Agreement  may be executed in duplicate  facsimile
         counterparts,  each of which shall be deemed an original  and  together
         shall  constitute  on  and  the  same  binding   Agreement,   with  one
         counterpart being delivered to each party hereto.


                                    Page -8-

<PAGE>



         IN WITNESS WHEREOF, The foregoing Reorganization Agreement, having been
duly  approved  and adopted by the Board of  Directors,  and duly  approved  and
adopted by the stockholders of the constituent corporations, as required, in the
manner  provided by the laws of the State of Nevada,  the Chairman of the Board,
the President or the Secretary of said  corporations,  and the  Shareholders  of
OASIS do now execute this Reorganization Agreement under the respective seals of
said  corporation by the authority of the directors and stockholders of each, as
required, as the act, deed and agreement of each of said corporations.

Flexweight Corporation                  Oasis Hotel, Resort & Casino - III, Inc.


By:                                     By:
 Tammy Gehring,  President                Walt Sanders, President



FLEX Holdings, Inc.


By:
  Tammy Gehring,  President


                                    Page -9-

<PAGE>



                                List of Exhibits

Exhibit "A"       Plan of Merger.

Exhibit "B"       OASIS Stockholders.

Exhibit "C"       OASIS officers and directors.

Exhibit "D"       FLEX officers and directors.

Exhibit "E"       Investment Letters signed by OASIS Stockholders.

Exhibit           "F"  True  and  correct  copies  of  OASIS's   Certificate  of
                  Incorporation, Amendments thereto and all current By-laws.

Exhibit "K"       OASIS's liabilities.

Exhibit "L"       OASIS's financial statements.

Exhibit "M"       OASIS's Corporate Summary.

Exhibit "N"       FLEX's Articles of Incorporation,  Amendments  thereto and all
                  current By-Laws.

Exhibit "O"       List of Consultants.

Exhibit "P"       FLEX Holdings'  Articles of Incorporation,  Amendments thereto
                  and all current By-Laws.

Exhibit "Q"       FLEX's commitments for issuance of additional shares.