EXHIBIT 10.5


                 SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT


         THIS SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT, entered into as
of the 23 day of April, 2002, by and between RONALD A. POTTS, an individual
and resident of the State of Florida ("Purchaser"), and CHARLES B. HICKS, an
individual and resident of the State of Tennessee ("Seller").

                              W I T N E S S E T H:

         WHEREAS, the Seller and Purchaser previously entered into that certain
Purchase and Sale Agreement for the purchase of certain real property located in
Sauk County, Wisconsin, dated April 16, 2002, as amended by that certain
Amendment to Purchase and Sale Agreements dated April 16, 2002 (as amended, the
"Purchase Agreement"); and

         WHEREAS, Seller and Purchaser desire to amend the Purchase Agreement as
set forth hereinbelow:

         NOW, THEREFORE, for and in consideration of the sum of TEN AND NO/100
DOLLARS ($10.00), the mutual covenants contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:

         1.       Defined Terms. All capitalized terms used herein shall have
the same meaning as in the Purchase Agreement, unless otherwise expressly set
forth herein.

         2.       Purchase Price. The Purchase Agreement is hereby amended by
deleting Section 3 in its entirety and replacing it with the following:

In consideration for the Property, Purchaser shall pay Seller the sum of Six
Million Seven Hundred Ninety-Eight Thousand Two and 00/100 Dollars
($6,798,002.00) at the Closing as follows: (a) Purchaser shall deliver to Seller
the sum of One Million Seven Hundred Forty-One Thousand (1,741,000) shares of
Oasis Group, Inc. common stock held by Ronald A. Potts placed at Three Dollars
per share; (b) Purchaser shall assume that certain Promissory Note (the "Baraboo
Note") in the amount of Nine Hundred Seventy-Five Thousand Dollars ($975,000.00)
payable to The First National Bank and Trust Company of Baraboo ("Lender"),
located at Main-Commercial, 502 Oak Street, Baraboo, Wisconsin 53913, Loan
number #366000511600; and (c) Purchaser shall deliver a promissory note in favor
of Seller in the amount of Six Hundred Thousand and 00/100 Dollars
($600,000.00), which note shall be for a term of one (1) year, at an interest
rate of five percent (5%), with a balloon payment of all principal and interest
due upon maturity.



         3.       Conveyance. Section 13(b) of the Purchase Agreement is hereby
amended by adding the following language as Section 13(b)(xviii): "Consent of
Lender to the assumption of the Baraboo Note by Purchaser, in such form as is
reasonably acceptable to Purchaser."

         4.       No Further Modification. Except as expressly modified hereby,
the Agreement shall remain unamended and in full force and effect and is hereby
ratified and confirmed by the parties hereto.

         5.       Execution Counterparts. This Agreement may be executed in
multiple counterparts and by facsimile signature to be followed by original
signature, each of which shall be deemed an original and all such counterparts
together shall constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this instrument to
be executed under seal, to be effective as of the date and year first above
written.

                                        SELLER:


                                        CHARLES B. HICKS

                                        /s/ Charles B. Hicks
                                        ------------------------------- (SEAL)


                                        PURCHASER:

                                        RONALD A. POTTS

                                        /s/ Ronald A. Potts
                                        ------------------------------- (SEAL)