EXHIBIT 10.4

                               EXCHANGE AGREEMENT

BETWEEN:

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

         and

2.       NuOasis International Inc.
         (the "Company").

         Whereas, the Company owns Thirty Thousand (30,000) shares of
Cleopatra's World Inc., a corporation organized under the laws of the British
Virgin Islands contained in certificates, copies of which are annexed hereto on
Schedule "1" (the "CWI Shares");  and,

         Whereas, the Company owns Seventy Thousand (70,00) shares of Cleopatra
Hammamet Limited, a Tunisian corporation, contained in certificates, copies of
which are annexed hereto on Schedule "2" (the "CHL Shares");  and,

         Whereas, the Company owns, or has the right to acquire One Hundred
Thousand (100,000) shares of Cleopatra Hammamet Limited, a Tunisian corporation
(the "CHL Shares"); and,

         Whereas, CPR&C wishes to acquire the CWI Shares and the CHL Shares in
exchange for newly issued shares of 1.00 pound srerling par value shares of
CPR&C.

         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 the Company agree as follows:

1.0      On the basis of the representations and warranties herein contained,
         subject to the terms and conditions set forth herein, the Company
         agrees to the exchange of the CHL Shares and the CWI Shares for Eleven
         Million Five Hundred Thousand  (11,500,000) shares of CPR&C 1.00 pound
         sterling par value ordinary shares (the "CPR Shares").

2.0      The closing of the exchange contemplated by this Agreement (the
         "Closing") shall occur upon the transfer of the CWI Shares to CPR&C
         (the "Transfer Date"), but shall not be later than 30 September 1998.
         At the Closing, CPR&C shall deliver the CWI Shares and the CHL Shares
         to the Company and the Company shall issue and deliver the CPR Shares
         to CPR&C.  Notwithstanding the date of Closing, the Effective Date
         shall be 1 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 CWI Shares, the CHL Shares and the CPR Shares.
<PAGE>

4.0      The Company hereby represents and warrants to CPR&C that:

         4.1      The Company is a corporation validly existing and in good
                  standing under the laws of the Commonwealth of the Bahamas,
                  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
                  the Company.  This Agreement has been duly executed and
                  delivered by the Company and constitutes a binding, and
                  enforceable obligation of the Company;

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

         4.3      The Company 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 CWI Shares or the
                  CHL Shares;

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

5.0      All obligations of CPR&C 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 CPR Shares to the
                  Escrowholder.

         5.2      The Company shall have taken all action necessary to assign
                  and deliver the CWI Shares and the CHL Shares to Escrowholder.

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

6.0      CPR&C and the Company 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 CWI Shares
         and the CHL Shares for the CPR Shares.

         5.1      The officers of CPR&C and the Company 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.

         5.2      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:

<PAGE>

         To the Company:     Cleopatra's Palace Resorts and Casinos Limited
                             21 Alymer Parade, Alymer Road
                             London  N2 OPE
                             Telephone:        +181 340 4646
                             Facsimile:        +181 340 6100

         To the Company:     NuOasis Resorts Inc.
                             4001 So. Decatur Blvd., Suite
                             Las Vegas, Nevada

         With copy to:       NuOasis International Inc.
                             43 Elizabeth Avenue, Box N-8680
                             Nassau, Bahamas
                             Telephone:        (809) 356-2903
                             Facsimile:        (809) 326-8434

         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 outside
         of England 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.

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 CWI Shares, the CHL Shares and the CPR Shares to be transferred
         hereunder, or otherwise to carry out the intent and purposes of this
         Agreement.
<PAGE>
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/      James Ward
               Authorised signature(s)

Effective the 1st day of July, 1998

SIGNED AS A DEED FOR AND ON BEHALF OF
NuOasis International Inc.


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

Effective the 1st day of July, 1998