EXHIBIT 10.3

                               EXCHANGE AGREEMENT


BETWEEN:

1.       Cleopatra's Palace Resorts and Casinos Limited ("CPR&C")

         and

2.       Cleopatra Palace Limited ("CPL").

         Whereas, CPR&C owns certain Negotiable Promissory notes in the
aggregate principal amount of Three Million Five Hundred Thousand Dollars
(USD3,000,000) issued by NuOasis Resorts Inc. ("Resorts"), copies of which are
annexed hereto on Schedule 1 (the "Notes");  and,

         Whereas, CPL wishes to acquire the Notes and to receive newly issued
shares of CPR&C's 1.00 pound sterling par value ordinary shares, in exchange for
certain investments and assets of CPL, as set forth herein.

         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, CPR&C
and CPL agree as follows:

1.0      On the basis of the representations and warranties herein contained,
         subject to the terms and conditions set forth herein, in exchange for
         the Notes, and Nine Hundred Forty Six Thousand, Eight Hundred Seventy
         Five (946,875) shares of CPR&C 1.00 pound sterling par value shares
         (the "Shares"), CPL agrees to assign and transfer to CPR&C certain of
         its assets consisting of  (a) CPL's investment in, and receivables due
         from Cleopatra Cap Gammarth Limited, a company in formation under the
         laws of Tunisia ("CCGL") in the amount of Two Million Fifty Seven
         Thousand, One Hundred Forty Dollars (USD2,057,140) along with CPL's
         rights to CCGL share capital exclusive of ten percent (10%) of CCGL's
         share capital which shall be retained by CPL (collectively, the rights
         to all but 10% of the CCGL share capital and the CCGL Receivable shall
         be referred to herein as the "CCGL Interest"); and  (b)  its investment
         in Cleopatra Monastir Limited, a company in formation under the laws of
         Tunisia ("CML"), in the amount of approximately Three Thousand Dollars
         (USD3,000) and any rights to CML share capital (collectively, the "CML
         Interest") along with  (c)  the receivable due from Belgravia Fund Ltd.
         ("BFL") in the amount of Sixty Five Thousand Dollars (USD65,000) and
         (d)  the receivable due from Pennydome Ltd. ("Pennydome") in the amount
         of Four Hundred Thousand Dollars (USD400,000).

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2.0      The closing of the exchange contemplated by this Agreement (the
         "Closing" or "Transfer Date") shall occur upon the transfer of the
         Notes to CPR&C, but shall not be later than 30th September 1998.  At
         the Closing, CPL shall deliver the CCGL Interest, the Belgravia
         Receivable, the Pennydome Receivable and the CML Interest to CPR&C, and
         CPR&C shall issue and deliver the Shares to CPL.  Notwithstanding the
         date of Closing, the Effective Date shall be 1st day of
         July, 1998.

3.0      The parties agree to select a mutually agreeable third party to act as
         escrowholder ("Escrowholder") and to effect the exchange transaction
         contemplated through such Escrowholder, through which the parties will
         deliver the CCGL Interest, the Belgravia Receivable, the Pennydome
         Receivable and the CML Interest and the Shares.

4.0      CPL hereby represents and warrants to CPR&C that:

         4.1    CPL is a limited liability company validly existing and in good
                standing under the laws of Ireland, with the power 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 CPL.  This Agreement has been duly
                executed and delivered by CPL and constitutes a binding, and
                enforceable obligation of CPL;

         4.2    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 CPL in connection with the
                execution, delivery, or performance of this Agreement, or if
                required, CPL has or will obtain same prior to Closing;

         4.3    CPL is not a defendant or a plaintiff against whom a
                counterclaim has been made or reduced to judgement, in any
                litigation or proceedings before any local, state or U.S.
                government, or any department, board, body or agency thereof,
                which could result in a claim against the Notes;

         4.4    This Agreement has been duly executed by CPL, 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 CPL is a party
                or to which CPL is subject.

5.0      All obligations of CPR&C and CPL under this Agreement are subject to
         the fulfillment, prior to or as of the Closing Date, of each of the
         following conditions:

         5.1    CPR&C shall have issued and delivered the Shares to the
                Escrowholder.

         5.2    CPL shall have taken all action necessary to assign and deliver
                all documents necessary to effect the transfer to CPR&C of the
                CCGL Interest, the Belgravia Receivable, the Pennydome
                Receivable and the CML Interest to Escrowholder.

         5.3    All instruments and documents delivered to CPR&C  and CPL
                pursuant to the provisions of this Agreement shall be
                satisfactory to CPR&C and CPL and their legal counsel.

6.0      CPR&C and CPL 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 they consider to be adequate to
         make a decision to exchange the CCGL Interest, the Belgravia
         Receivable, the Pennydome Receivable and the CML Interest for the
         Shares.
<PAGE>
7.0      The officers of CPR&C and CPL 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.

8.0      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 CPR&C:           Cleopatra's Palace Resorts and Casinos Limited
                             21 Aylmer Place
                             Aylmer Road
                             London, England N2 OPE
                             Telephone:       +181 340-4646
                             Facsimile:       +181 340-6100

         To CPL:             Cleopatra Palace Limited
                             c/o Flat 2, Chartwell House
                             80 Wimbledon Parkside
                             London SW19 5LN, ENGLAND

         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.

9.0      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.

10.0     If a court of competent jurisdiction determines 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.

11.0     None of the parties hereto may assign this Agreement without the
         express written consent of the other parties and any approved
         assignment shall be binding on and inure to the benefit of such
         successor or, in the event of death or incapacity, on assignor's heirs,
         executors, administrators and successors.

12.0     This Agreement has been negotiated and is being contracted for in
         England and shall be governed by the laws of England, notwithstanding
         any conflict-of-law provision to the contrary.

13.0     If any legal action or other preceding (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 this
         Agreement, 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.

14.0     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.
<PAGE>
15.0     At any time, and from time to 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 Shares, the Notes, the CCGL Interest, the Belgravia Receivable, the
         Pennydome Receivable and the CML Interest to be transferred hereunder,
         or otherwise to carry out the intent and purposes of this Agreement.

16.0     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.

17.0     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.

18.0     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.


SIGNED AS A DEED FOR AND ON BEHALF OF
Cleopatra's Palace Resorts and Casinos Limited



By:   /s/ Grosvenor Administration Limited
          Authorised signature(s)

Effective the 1st day of July, 1998

SIGNED AS A DEED FOR AND ON BEHALF OF
Cleopatra Palace Limited



By:   /s/ Fred G. Luke
          Authorised signature(s)

Effective the 1st day of July, 1998