EXHIBIT 10.145

             AGREEMENT OF EXCHANGE DATED SEPTEMBER 30, 1996 BETWEEN
             NUOASIS INTERNATIONAL, INC. AND C/A/K TRUSTKANTOOR N.V.

                              AGREEMENT OF EXCHANGE



         THIS  AGREEMENT  OF EXCHANGE  ("Agreement")  is made and  entered  into
effective  as  of  the  day  of  September,   1996,   by  and  between   NuOasis
International,  Inc., a company  organised under the laws of the Commonwealth of
the Bahamas and a resident at all times outside the United  States  (hereinafter
referred to as "Party A"), and CAK Trustkantoor  N.V., a trust company organised
under the laws to the  Netherlands  Antilles and a resident at all times outside
the United States (hereinafter referred to as "Escrow Holder").

                                    RECITALS:

         WHEREAS,  Party A is the present  owner of that certain  asset known as
the Gaming  Interest,  being equal to forty percent (40%) of the Gaming  Profits
(net  distributable  after-tax)  from the Casinos (i.e.,  the gaming  operations
conducted  pursuant  to an  arrangement  between Ng Man Sun,  doing  business as
Dragon  Sight  International  Amusement  (Macau)  Co.  and  Sociedade  DeTurismo
Diversocs  De  Macau  at the  Holiday  Inn  and  Hyatt  Hotels  in  Macau)  more
particularly described in Exhibit "A" attached hereto and incorporated herein by
reference  and as  described  in the  Contract  (as  hereinafter  defined)  (the
"Relinquished Property");

         WHEREAS, Party A and all of those persons listed on Schedule 1 attached
hereto and incorporated herein by reference  (collectively referred to herein as
"Purchasers"),  have entered into that certain  Purchase  Agreement dated August
30, 1996, and as thereafter amended (the "Contract"),  pursuant to which Party A
has agreed to transfer and convey the Relinquished  Property to the Purchaser in
exchange for the purchase  price as stated in the  Contract,  and as adjusted at
closing (referred to herein as the "Purchase Price");

         WHEREAS,  Party  A  desires  to make an  exchange  of the  Relinquished
Property for other assets to be located in the future;

          WHEREAS,  Escrow  Holder is willing to accept the  assignment of Party
A's rights under the Contract; and

         WHEREAS,  Escrow  Holder has entered  into this  Agreement  pursuant to
which the Escrow Holder has agreed to hold money and/or other assets,  including
without  limitation,  stocks,  bonds,  promissory  notes and all other  types of
property, real, personal, tangible or intangible, in an Escrow Account.

         NOW  THEREFORE,  for  and in  consideration  of the  mutual  covenants,
conditions  and  agreements  set forth herein,  Party A and Escrow Holder hereby
agree as follows:

         1.  Exchange  of  Properties.  On  the  Closing  Date  (as  hereinafter
defined),  Party A hereby  agrees to transfer and convey to Escrow Holder all of
its right,  title and  interest  in the  Contract,  in  consideration  of and in
exchange for the transfer and  conveyance to Party A of other assets,  including
without  limitation,  stocks,  bonds,  promissory  notes and all other  types of
property,  real,  personal,  tangible or  intangible,  whether one or more,  the
"Replacement Property": (I) which is designated by Party A pursuant to Section 2
of this  Agreement  no later than  forty-five  (45) days after the  Closing  (as
hereinafter  defined),  and  (ii) the cost of  which  does  not  exceed,  in the
aggregate,  the "Exchange  Credit" (as  hereinafter  defined) at the time of its
acquisition, subject to Party A's right to arrange for additional equity or debt
in order to pay  costs of  acquisition  in excess of the  Exchange  Credit.  For
purposes of this Agreement,  the term "Exchange Credit" shall mean, at any given
point in time, the sum of: (I) net proceeds from the Purchase  Price,  including
any  indebtedness  assumed or taken  subject to by the  purchasing  party,  less
closing costs with regard to the sale of the Relinquished Property and repayment
of  debt  secured  by the  Relinquished  Property  and all  related  obligations
thereto,  plus (ii) the amount of  interest,  if any,  which has then accrued to
Escrow Holder with respect to the Escrow Account.

                                                           [NUOINTL\AGR:CAK.EXC]

                                       1

<PAGE>



         2.       Acquisition of Replacement Property.

                  (a)  Identification.  At such time or times as Party A locates
other assets, including without limitation,  stocks, bonds, promissory notes and
all other types of property,  real,  personal,  tangible or intangible  which it
desires for Escrow Holder to cause to be acquired and conveyed to it pursuant to
this Agreement as "Replacement  Property," Party A shall give written notice (an
"Identification Notice") that: (I) is delivered to Escrow Holder and states that
such property or assets will constitute  Replacement  Property  pursuant to this
Agreement, (ii) is in such form or forms as satisfies the requirements of Escrow
Holder,   (iii)  is  given   within   forty-five   (45)  days  of  the   Closing
("Identification  Period"),  and (iv)  specifically  describes  the  Replacement
Property.  Party A may give an Identification  Notice:  (I) more often than once
and (ii) with respect to more than one asset. Any  Identification  Notice may be
revoked by Party A within forty-five (45) days of Closing but thereafter may not
be revoked.

                  (b)  Acquisition.  Subject to the  limitations of Section 2(c)
and (d) hereof,  if Party A provides to Escrow Holder an  Identification  Notice
with respect to a specific item of Replacement Property, Escrow Holder shall use
its reasonable  efforts to: (I) enter into or accept the assignment of a binding
written  contract with the owner or owners of the  Replacement  Property for the
acquisition  of  Replacement  Property  acceptable to Party A and (ii) cause the
transfer and conveyance of the  Replacement  Property to Party A within 180 days
of the Closing. Escrow Holder may, at its election, cause the owner or owners of
the  Replacement  Property  to deliver to Party A a deed  and/or  other  closing
documents conveying title directly from the owner of the Replacement Property to
Party A and Party A shall execute all closing documents required of it.

                  (c)  Maximum  Payment.  In no event  shall  Escrow  Holder  be
required to provide  consideration to acquire the Replacement  Property:  (I) in
any form  other  than cash  and/or  debt  which is  secured  by the  Replacement
Property  and/or is the obligation of Party A, or (ii) expend in the acquisition
of the Replacement Property an aggregate amount (including the expenses incurred
in such  acquisition  or  acquisitions),  which  exceeds  the amount of the then
outstanding  Exchange  Credit,  subject  to  Party  A's  right  to  arrange  for
additional  equity or debt in order to pay costs of acquisition in excess of the
Exchange Credit.

                                                           [NUOINTL\AGR:CAK.EXC]

                                       2

<PAGE>



               (d) Debt Assumption.  Other Limitations.  Escrow Holder shall not
be required to (I) enter into any agreement to acquire the Replacement  Property
which is not  reasonably  acceptable  to it, (ii) assume any loan secured by the
Replacement  Property or to execute  any  promissory  note or other  evidence of
indebtedness  in connection  with its  acquisition or  acquisitions  which would
impose any  liability  upon  Escrow  Holder or (iii)  execute any  agreement  or
participate  in any  transaction,  which in the  opinion  of  counsel  to Escrow
Holder,  would  require  Escrow  Holder to engage in any unlawful or  fraudulent
actions.

               (e) Limitation Period.  Upon the expiration of one hundred eighty
(180) days  after the  Closing,  Party A shall have the right to require  Escrow
Holder to transfer to it the Exchange  Credit then unexpended in the acquisition
of the Replacement  Property;  provided,  however, if Party A has not identified
Replacement Property by the end of the Identification Period, then Party A shall
have the right to require  Escrow  Holder to  transfer  to it the balance of the
Exchange Credit then unexpended in the acquisition of the Replacement  Property.
Escrow Holder shall transfer all amounts due Party A pursuant to the immediately
preceding sentence within five (5) days of written demand therefor from Party A.
The payment by Escrow  Holder to Party A of the balance of the  Exchange  Credit
pursuant to this paragraph  shall  terminate the obligations of Escrow Holder to
deliver the Replacement Property to Party A.

         3.       Escrow Account.

          a. Appointment of Escrow Holder. Party A appoints Escrow Holder as the
Escrow Holder set forth herein, and Escrow Holder accepts such appointment.

          b. Deposit.  The sum of the net proceeds or other assets received from
the sale of the Relinquished  Property,  as defined herein (the "Deposit") shall
be delivered to Escrow Holder to be held by Escrow Holder in accordance with the
terms hereof. Subject to and in accordance with the terms and conditions hereof,
Escrow  Holder  agrees  that it shall  receive,  hold in escrow  and  release or
distribute the Deposit and all interest earned thereon, if any. All interest and
other earnings on the Deposit shall become part of the Deposit for all purposes,
and that all losses  resulting from the investment or reinvestment  thereof from
time to time and all amounts  charged  thereto to  compensate  or reimburse  the
Escrow Holder from time to time for amounts owing to it hereunder shall from the
time of such loss or charge no longer constitute part of the Deposit.  From time
to time Party A may deposit or direct deposit of additional funds or assets with
the Escrow Holder to be held,  invested and disbursed  hereunder and which shall
be considered a part of the Deposit.

          c. Investment of the Deposit. Escrow Holder shall cause the Deposit to
be held, or invested and reinvested after receipt of same in short-term interest
bearing investments,  such as bank certificates of deposit,  money market funds,
overnight  repurchase accounts and treasury bills.  Receipt or investment of the
Deposit  shall be confirmed by Escrow Holder as soon as  practicable  by account
statement unless otherwise indicated;  and any discrepancies  therewith shall be
noted by Party A to Escrow  Holder  within a  reasonable  time prior to the next
account  statement.   Unless  otherwise  directed,   Escrow  Holder  may  use  a
broker-dealer  of its own  selection,  including  a  broker-dealer  owned  by or
affiliated with Escrow Holder or any of its affiliates.  Party A shall be liable
for all brokerage costs and related expenses incurred  hereunder.  Escrow Holder
shall not be liable for and shall be  indemnified  by Party A from all liability
for losses on any  investments,  market risk due to  premature  liquidation,  or
other actions  taken in  compliance  with this  Agreement.  Notwithstanding  the
foregoing,  Escrow  Holder  may,  in its sole and  absolute  discretion,  accept
written directions or instructions from Party A, which Escrow Holder believes to
be genuine,  but Escrow  Holder  shall not be liable for  executing,  failing to
execute or for any mistake in the  execution  of such  orders  except in case of
willful misconduct.

          d. Disbursement of Deposit. Escrow Holder is hereby authorized to make
disbursements of the Deposit only as follows:

               (i)  Upon (a) notification from Party A, that a property or asset
                    has been identified,  instructing  Escrow Holder to disburse
                    an amount to make the  initial  deposit,  if any,  for or to
                    effectuate  the  acquisition  of  Replacement   Property  in
                    compliance with this Agreement and specifying:

                                                           [NUOINTL\AGR:CAK.EXC]

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                    (1)  The amount of such  initial  deposit or purchase  price
                         required  for  the   acquisition   of  the   identified
                         Replacement Property;

                    (2)  The manner in which such  initial  deposit or  purchase
                         price is to be made available;

                    (3)  The person or persons to which such initial  deposit or
                         purchase price is to be transferred; and

                    (4)  The date  the  initial  deposit  or  purchase  price is
                         required to be delivered.

               (ii) Upon  receipt  of a written  notification  signed by Party A
                    stating  that  there has been a failure,  within  forty-five
                    (45) days from the date of Escrow  Holder's  receipt  of the
                    Deposit to identify sufficient  Replacement Properties which
                    are suitable for an exchange  under and in  accordance  with
                    this Agreement;

               (iii)Upon receipt of a written  notification from Party A stating
                    that all Replacement Property previously identified pursuant
                    to this Agreement has been transferred and conveyed to Party
                    A within 180 days after the date of the  closing of the sale
                    of the  Relinquished  Property  by Party A, all  funds  then
                    remaining in the Deposit,  after all fees and expenses  have
                    been paid, shall be disbursed to Party A;

               (iv) As permitted by this Agreement, to Escrow Holder; and

               (v)  Into the registry of the court in accordance with Sections 5
                    or 8 hereof.

                                                           [NUOINTL\AGR:CAK.EXC]

                                       4

<PAGE>



          e. Tax Matters.  Party A hereto shall  provide  Escrow Holder with its
taxpayer identification number or certification of foreign taxpayer exemption at
the  execution  hereof.  Failure to so provide  such forms may  prevent or delay
investment of the Deposit and/or final disbursement of the Deposit and may incur
a penalty and cause Escrow Holder to be required to withhold tax on any interest
payable hereunder.  All interest, if any, earned on the Deposit shall be paid to
Party A.

          f. Scope of  Undertaking.  Escrow  Holder's and Escrow Holder's duties
and  responsibilities  shall be purely ministerial and shall be limited to those
expressly  set  forth  in this  Agreement.  Escrow  Holder  is not a  principal,
participant  or  beneficiary of any  transaction  underlying  this Agreement and
shall have no duty to inquire  beyond the terms and  provisions  hereof.  Escrow
Holder and Escrow Holder shall have no  responsibility or obligation of any kind
in connection  with this Agreement or the Deposit,  and shall not be required to
deliver  the same or any part  thereof  or take any action  with  respect to any
matters that might arise in connection therewith,  other than to receive,  hold,
invest  and  deliver  the  Deposit  as herein  provided.  Without  limiting  the
generality of the foregoing, it is hereby expressly agreed and stipulated by the
parties  hereto  that  Escrow  Holder  shall not be  required  to  exercise  any
discretion  hereunder and shall have no investment or management  responsibility
and,  accordingly,  shall  have no duty to, or  liability  for its  failure  to,
provide investment recommendations or investment advice to the parties or either
of them. Escrow Holder shall not be liable for any error in judgment, any act or
omission,  any mistake of law or fact, or for anything it may do or refrain from
doing in connection herewith, except for, subject to Section 4 hereinbelow,  its
own willful  misconduct.  It is the intention of the parties  hereto that Escrow
Holder shall not be required to use,  advance or risk its own funds or otherwise
incur  financial  liability  in the  performance  of any  of its  duties  or the
exercise of any of its rights and powers hereunder.

         4.  Reliance;  Liability.  After Escrow Holder  receives the consent of
Party A,  Escrow  Holder  shall not be liable  for  following  the  instructions
contained in any written notice, instruction or request or other paper furnished
to it  hereunder  or pursuant  hereto and  believed by it to have been signed or
presented by the proper part.  Escrow Holder shall be  responsible  for holding,
investing, reinvesting and disbursing the Deposit; provided, however, that in no
event shall Escrow Holder be liable for any lost profits,  lost savings or other
special,  exemplary,  consequential  or  incidental  damages in excess of Escrow
Holder's fee hereunder and provided,  further,  that Escrow Holder shall have no
liability for any loss arising from any cause beyond its control, including, but
not  limited  to, the  following:  (a) acts of God,  force  majeure,  including,
without  limitation,  war  (whether or not  declared or  existing),  revolution,
insurrection,  riot, civil commotion,  accident,  fire,  explosion,  stoppage of
labor,  strikes and other  differences  with employees;  (b) the act, failure or
neglect of any other  party or any agent or  correspondent  or any other  person
selected  by Escrow  Holder;  (c) any delay,  error,  omission or default of any
mail, courier,  telegraph, cable or wireless agency or operator; or (d) the acts
or edicts of any  government  or  governmental  agency or other  group or entity
exercising  governmental  powers.  Escrow Holder is not responsible or liable in
any manner whatsoever for the sufficiency,  correctness, genuineness or validity
of  the  subject  matter  of  this  Agreement  or any  part  hereof  or for  the
transaction  or  transactions  requiring  or  underlying  the  execution of this
Agreement,  the form or execution hereof or for the identity or authority of any
person executing this Agreement or any part hereof or depositing the Deposit.

          5. Right of Interpleader.  Should any controversy  arise involving the
parties  hereto  or any  other  person,  firm or  entity  with  respect  to this
Agreement  or the  Deposit,  or should a  substitute  Escrow  Holder  fail to be
designated  as provided in Section 8 hereof,  or if Escrow  Holder  should be in
doubt as to what action to take, Escrow Holder shall have the right, but not the
obligation, either to (a) withhold delivery of the Deposit until the controversy
is resolved, the conflicting demands are withdrawn, or its doubt is resolved, or
(b) institute a bill of interpleader  in any court of competent  jurisdiction to
determine  the  rights of the  parties  hereto.  The  right of Escrow  Holder to
institute such a bill of interpleader  shall not,  however,  be deemed to modify
the manner in which  Escrow  Holder is entitled to direct  disbursements  of the
Deposit as herein set forth other than to tender the Deposit  into the  registry
of such court.  In the event  Escrow  Holder is a party to any  dispute,  Escrow
Holder  shall have the  additional  right to refer such  controversy  to binding
arbitration.  Should a bill of  interpleader  be  instituted,  or should  Escrow
Holder be threatened with litigation or become involved in litigation or binding
arbitration  in any manner  whatsoever in connection  with this Agreement or the
Deposit,  then,  Party A  agrees  to pay  Escrow  Holder  from the  Deposit  its
attorney's fees and any and all other disbursements, expenses, losses, costs and
damages of Escrow Holder in connection with or resulting from such threatened or
actual litigation or arbitration prior to any disbursement hereunder.

                                                           [NUOINTL\AGR:CAK.EXC]

                                       5

<PAGE>



         6.  Lien.  Escrow  Holder is hereby  given a lien upon all the  rights,
titles and  interest  of the other  parties  hereto in all  Deposits  to protect
Escrow Holder's rights,  including without limitation,  rights of payment and to
indemnity and reimbursement,  as provided hereunder,  which lien may be enforced
by Escrow  Holder  without  notice,  by set off, or by  appropriate  foreclosure
proceedings.

         7. Consultation with Legal Counsel.  Escrow Holder may consult with its
counsel or other counsel  satisfactory to it concerning any question relating to
its duties or responsibilities hereunder or otherwise in connection herewith and
shall not be liable  for any  action  taken,  suffered  or omitted by it in good
faith upon the advice of such counsel.

         8. Resignation.  Escrow Holder may resign hereunder upon 10 days' prior
written  notice to Party A. If Party A fails to  designate a  substitute  Escrow
Holder  within  10 days  after the  giving of such  notice,  Escrow  Holder  may
institute a bill of interpleader  as  contemplated  by Section 5 hereof.  Escrow
Holder's  sole  responsibility  after  the  notice  period  expires  shall be in
accordance  with  the  directions  of a final  order or  judgment  of a court of
competent  jurisdiction,  at which time Escrow  Holder's  obligations  hereunder
shall cease and terminate.

         9.  Performance of Contract.  Notwithstanding  anything to the contrary
set forth  herein,  Party A shall not have the right  following  the  Closing to
receive,  pledge,  borrow or otherwise  obtain the benefits of the  Relinquished
Property or the  Exchange  Credit,  or any income or interest  which has accrued
with  respect  to the  same,  except  as  provided  in  Section  2 or 3 of  this
Agreement.

         10.  Closing.  The  transfer by Party A to Escrow  Holder of all of its
right,  title and  interest in the  Contract  shall occur prior to closing.  The
closing ("the Closing") shall be effective the 30th day of September,  1996 (the
"Closing  Date") or on such other date as may be  mutually  agreed to by Party A
and Escrow  Holder.  The  transfer by Party A to Escrow  Holder of the  Contract
shall be made pursuant to an Agreement for Assignment of Rights substantially in
the form of  Exhibit B attached  hereto.  Party A hereby  agrees to execute  and
deliver a deed or other assignment conveying title to the Relinquished  Property
pursuant to the terms of the Contract,  and any other  required  conveyance  and
closing documents, directly to the Purchasers under the Contract.

          11. Execution of Documents:  Further Documentation.  Each party hereto
agrees to execute any and all additional documents and/or instruments  necessary
to carry out the terms of this Agreement.  The costs incurred in the preparation
of any documents required to conclude the transfer of the Relinquished  Property
or the Replacement Property shall be borne by Party A.

         12.  Conflict  With Prior  Agreements.  If and to the extent  that this
Agreement  is  in  conflict  with  any  prior  written  or  oral   agreement  or
understanding  between the parties  hereto,  the terms of this  Agreement  shall
prevail.  No modification or waiver of the terms of the Agreement shall be valid
unless made in writing signed by both parties.

         13. Arbitration. Any dispute arising out of this Agreement, whether for
interpretation  or enforcement of its terms,  shall be determined and settled by
arbitration  under the then  prevailing  commercial  rules of the  International
Arbitration Association.  Arbitration shall be held in Willemstad,  Curacao. Any
reward  rendered in such  arbitration  shall be final and binding on each of the
parties  and  judgment   may  be  entered   thereon  in  a  court  of  competent
jurisdiction.

         14.  Attorneys' Fees. In the event any of the parties to this Agreement
institutes  legal action or arbitration  proceedings  against any other party to
interpret or enforce this Agreement, or to obtain damages for any alleged breach
hereof,  the prevailing  party in such action or proceeding shall be entitled to
reasonable  attorneys'  and experts'  fees in addition to all other  recoverable
costs and damages.

                                                           [NUOINTL\AGR:CAK.EXC]

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          15.  Survival.  The terms of this Agreement shall survive the delivery
of the conveyance documents to the Relinquished  Property and receipt by Party A
of the  conveyance  documents  to the  Replacement  Property  pursuant  to  this
Agreement.

         16.      Time. Time is of the essence of this Agreement.

         17. Binding. This Agreement shall inure to the benefit of, and shall be
binding  upon,  the  parties  hereto  their  estates,  heirs,   representatives,
successors in interest and assigns;  provided,  however, that Party A shall have
no right to assign this  Agreement  or any of its rights  hereunder  without the
prior written consent of Escrow Holder.

          18. Choice of Laws;  Cumulative Rights. This Agreement and the Deposit
shall be construed under and governed by the laws of the  Netherlands  Antilles,
including its conflict of law rules. All of Escrow Holder's rights hereunder are
cumulative of any other rights it may have by law or otherwise.

          19.  Assignment.  This  Agreement  shall not be assigned by Party A or
Escrow Holder without the prior written consent of either party.

          20. Severability.  Every provision of this Agreement is intended to be
severable. If any term or provision hereof is illegal or invalid for any reasons
whatsoever,  such  illegality  or  invalidity  shall not affect the  validity or
legality of the remainder of this Agreement.

          21. Termination.  Upon disbursement of all the Deposit as specified in
Section 3 hereof, this Agreement shall terminate.

          22. Notices. All notices required or permitted to be given pursuant to
this Agreement shall be in writing and shall be effective upon personal delivery
or confirmed  telefax to the party to whom they are  addressed at the  following
address:

                                    To Party A:

                                            NuOasis International, Inc.
                                            43 Elizabeth Avenue
                                            P.O. Box CB-13022
                                            Nassau, Bahamas
                                            Telephone: (809) 356-2903
                                            Telefax:   (809) 326-8434


                                    To Escrow Holder:

                                            CAK Trustkantoor N.V.
                                            Do Ruyterkade 58A
                                            P.O. Box 210
                                            Willemstad, Curacao
                                            Netherlands Antilles
                                            Telephone: 5999-613277
                                            Telefax: 5999-612720

         Any party may change  its  address  for notice by giving  notice to the
other party in accordance with this paragraph.

                                                           [NUOINTL\AGR:CAK.EXC]

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          23. No Agency.  Party A and Escrow Holder  mutually  agree that Escrow
Holder is acting as an independent principal in the transaction described herein
and shall not be deemed as an agent for Party A in any capacity.

          24. Payment to Escrow Holder. Escrow Holder shall be entitled to a fee
for services  rendered  through closing of the Relinquished  Property.  Such fee
will be paid from the Escrow Account upon funding of the Escrow  Account.  After
closing of the Relinquished Property,  Escrow Holder shall prepare an Assignment
of Rights and related  documentation  which may be required  to  effectuate  the
transfer of the Replacement Property to Party A.

         IN WITNESS WHEREOF,  the parties have executed this Agreement effective
as of the date first above written.

                                   "Party A"
                                   NuOasis International, Inc.,
                                   a company organised under the laws of the
                                    Commonwealth of the Bahamas



                                   By:----------------------------------------
                                      Name:
                                      Its:


                                   "Escrow Holder"
                                   CAK Trustkantoor N.V.,
                                   a company organised under the laws of the
                                    Netherlands Antilles



                                   By:----------------------------------------
                                      Name:
                                      Its:

                                       8

<PAGE>



                                   EXHIBIT "A"

                                     to the
                              Agreement of Exchange
                             dated September ---, 1996



                              RELINQUISHED PROPERTY


                                       9

<PAGE>



                                   EXHIBIT "B"

                                     to the
                              Agreement of Exchange
                             dated September , 1996



                        AGREEMENT OF ASSIGNMENT OF RIGHTS



             THIS  AGREEMENT  (the  "Agreement")  is effective this ----- day of
-------,  1996 by and between NuOasis  International  Inc., a company  organised
under the laws of the  Commonwealth  of the  Bahamas and a resident at all times
outside the United  States  ("Party  A"),  and C/A/K  Trustkantoor  N.V. a trust
company  organised under the laws of the Netherlands  Antilles and a resident at
all  times  outside  the  United  States  (hereinafter  referred  to as  "Escrow
Holder"),  with  notice  of  this  Agreement  provided  to  those  entities,  as
Purchasers  under the  Purchase  Agreement  dated  August 30,  1996  ("Acquiring
Party").

             WHEREAS, Party A and Acquiring Party have entered into that certain
Purchase  Agreement  dated August 30, 1996,  and as thereafter  amended,  by and
between  Party A and  Acquiring  Party,  attached  hereto  as  Exhibit  "A" (the
"Contract");  wherein  Party A agreed  to  dispose  of by  means of a sale,  its
interest in,  among other things that asset or assets  described in the Contract
(the "Relinquished Property");

             WHEREAS,  Party A and Escrow  Holder have entered into that certain
Exchange Agreement dated as of September ____, 1996;

             WHEREAS,  the parties hereto wish to assign Party A's rights to the
Relinquished Property under the Contract to Escrow Holder;

             NOW  THEREFORE,  in  consideration  of  the  mutual  covenants  and
promises set forth herein, Party A and Escrow Holder agree as follows:

          1.  Assignment  of Rights.  Party A hereby  transfers  and  assigns to
Escrow  Holder  all of its  rights,  title  and  interest  under  the  Contract.
Acquiring  Party shall be notified of the assignment of Party A's rights,  title
and  interest  to  Escrow  Holder in the  Contract  prior to  closing  under the
Contract.

          2.  Assignment  of  Deposit.   At  the  time  this  Agreement  becomes
effective, Party A will cause any deposit which has been made under the Contract
by the Acquiring Party to be released to the Escrow Holder.

          3.  Enforcement  of Rights.  Escrow  Holder has  assumed all rights of
Party A under the Contract pursuant to this Agreement; provided, however, if for
any reason Escrow Holder fails to enforce any of the rights assigned to it under
the  Contract  by this  Agreement,  Party A may  enforce  the  rights  under the
Contract assigned to Escrow Holder.

          4. Assumption of Obligations. Escrow Holder does not hereby assume any
of the obligations, representations or warranties of Party A under the Contract.


                                       10

<PAGE>



             IN  WITNESS   WHEREOF,   the  parties  hereto  have  executed  this
Agreement,  to be  effective  immediately  before the  transfer  of title to the
Relinquished  Property  by Party A  pursuant  to the  Exchange  Agreement.  This
Agreement,  however,  shall be null and void in the event Party A or its assigns
do not convey  title to the  Relinquished  Property on or before  September  30,
1996, or at such future date as is mutually agreed to by the parties hereto.

                                   "Party A"
                                   NuOasis International, Inc.,
                                   a company organised under the laws of the
                                    Commonwealth of the Bahamas



                                   By:-----------------------------------------
                                      Name:
                                      Its:


                                   "Escrow Holder"
                                   CAK Trustkantoor N.V.,
                                   a company organised under the laws of the
                                    Netherlands Antilles



                                   By:-----------------------------------------
                                      Name:
                                      Its:



                                       11

<PAGE>



                                   EXHIBIT "A"
                                     to the
                       Agreement for Assignment of Rights
                             dated September , 1996



                                  THE CONTRACT

                                       12

<PAGE>



                                  SCHEDULE "1"

                                     to the
                              Agreement of Exchange
                             dated September , 1996



               NAME(S) OF PURCHASERS OF THE RELINQUISHED PROPERTY

                                       13