EXHIBIT 10.133

        ASSIGNMENT AND BILL OF SALE BETWEEN NUOASIS INTERNATIONAL, INC.,
                      AND SILVER FAITH DEVELOPMENT LIMITED

                                   ASSIGNMENT
                                       AND
                                  BILL OF SALE



         KNOW ALL THESE MEN BY THESE PRESENTS:

         THIS  ASSIGNMENT  is made and entered into by and between  Silver Faith
Development  Limited,  a  corporation  organized  under  the  laws of Hong  Kong
("Assignor"), and NuOasis International, Inc., a corporation organized under the
laws of the Commonwealth of the Bahamas ("Assignee").

         WITNESSETH:  That for and in  consideration of Ten Dollars (USD$10) and
other  good  and  valuable  consideration,   the  receipt  of  which  is  hereby
acknowledged, Assignor hereby bargains, sells, grants and conveys unto Assignee,
that certain  Convertible Secured Promissory Note dated December 31, 1995 in the
principal amount of $21,000,000  executed by Nona Morelli's II, Inc. as Maker in
favor of Assignee as Payee, a copy of which  Promissory  Note is attached hereto
as Exhibit "A" and incorporated  herein by reference (the  "Convertible  Secured
Promissory Note").

         Assignor warrants that it has the power and authority,  and does hereby
sell and  transfer  the  Promissory  Note,  free  and  clear  of all  liens  and
encumbrances.

         For the same consideration Assignor covenants with Assignee, its heirs,
successors,   and  assigns  that  Assignor  is  the  lawful  owner  of  and  has
merchantable  title to the Note;  and that  Assignor  will  warrant  and forever
defend title to the Note against all persons  whomsoever,  lawfully  claiming or
attempting to claim an interest in same.

         IN WITNESS  WHEREOF,  the  undersigned has caused this instrument to be
executed effective the of August, 1996.

                                   "Assignor"
                                   SILVER FAITH DEVELOPMENT LIMITED
                                   a corporation organised under the laws of
                                   Hong Kong



                                   By:  /s/  Silver Faith Development Limited
                                        --------------------------------------
                                        Name:
                                        Title:

<PAGE>


                                   EXHIBIT "A"

                                     to the
                           Assignment and Bill of Sale
                               dated August , 1996



                       CONVERTIBLE SECURED PROMISSORY NOTE


THIS SECURITY AND THE SECURITIES  ISSUABLE UPON CONVERSION  HEREOF HAVE NOT BEEN
REGISTERED  UNDER THE SECURITIES  ACT OF 1933, AS AMENDED (THE "ACT"),  BUT HAVE
BEEN ISSUED IN RELIANCE  UPON  REGULATION  S  PROMULGATED  BY THE UNITED  STATES
SECURITIES AND EXCHANGE COMMISSION UNDER THE ACT. THE SECURITIES MAY NOT BE SOLD
OR OTHERWISE  TRANSFERRED TO A "U.S.  PERSON" (AS DEFINED IN REGULATION S) OR TO
ANY PERSON WITH A UNITED STATES ADDRESS DURING THE RESTRICTED  PERIOD  FOLLOWING
ISSUANCE OF THE SECURITIES.  FOLLOWING  EXPIRATION OF THE RESTRICTED PERIOD, ANY
RESALE OR TRANSFER OF THE SECURITIES TO A U.S.  PERSON OR INTO THE UNITED STATES
MUST  BE  MADE  IN  ACCORDANCE  WITH  REGULATION  S,  PURSUANT  TO AN  EFFECTIVE
REGISTRATION  STATEMENT  UNDER  THE  ACT,  OR  PURSUANT  TO  AN  EXEMPTION  FROM
REGISTRATION UNDER THE ACT.