EXHIBIT 10.132

     ASSIGNMENT AND INDEMNIFICATION AGREEMENT DATED AUGUST 30, 1996 BETWEEN
          NUOASIS INTERNATIONAL, INC. AND THE HARTCOURT COMPANIES, INC.

                    ASSIGNMENT AND INDEMNIFICATION AGREEMENT



         This  Assignment  and  Indemnification  Agreement  is  executed  by and
between NuOasis  International  Inc., a company  organised under the laws of the
Commonwealth  of the  Bahamas,  ("Assignor"  or  "NuOasis")  and  The  Hartcourt
Companies  Inc., a corporation  organised  under the laws of the United  States,
State of Utah, ("Assignee" or "Hartcourt").

                                    RECITALS:

         WHEREAS,  under the Purchase and Sale Agreement  between  Hartcourt and
NuOasis dated August 8, 1996 (the Purchase Agreement) a condition of the Closing
requires  NuOasis  to  deliver,  or  cause to be  delivered,  to  Hartcourt  the
documents necessary to establish the interest in the Property,  (as that term is
defined in the Purchase Agreement), and to transfer ownership of NuOasis' right,
title,  and interest in and to the Property to Hartcourt,  in form and substance
acceptable to Hartcourt;

         WHEREAS,  NuOasis has delivered to Hartcourt all documents and tangible
things that establish  NuOasis'  interest in and to the Property,  including but
not limited to that: (a) Valuation and Report of Three apartment buildings Peony
Gardens,  Tongxian  within  Beijing  City,  The Peoples  Republic of China dated
August 23, 1995 and  prepared  by Midland  Property  Consultants  Ltd, a copy of
which is attached hereto as Exhibit "A" and incorporated herein by reference for
all  purposes;  (b)  Assignment  dated  December  29, 1995 by and  between  Nona
Morelli's II, Inc., a Colorado corporation ("Nona") and NuOasis, a copy of which
is attached hereto as Exhibit "B" and  incorporated  herein by reference for all
purposes;  (c)  Assignment  and Bill of Sale  dated  September  30,  1995 by and
between Silver Faith  Development  Ltd, a Hong Kong company ("Silver Faith") and
Nona, a copy of which is attached hereto as Exhibit "C" and incorporated  herein
by reference for all purposes;  and (d) Asset Purchase Agreement dated September
28, 1995  between  Silver  Faith and Nona (the  "Silver  Faith  Agreement")  and
Amendment,  Modification and Ratification of Asset Purchase Agreement  effective
September  28,  1995,  a copy of which is  attached  hereto as  Exhibit  "D" and
incorporated herein by reference for all purposes;

         WHEREAS,  NuOasis assumed all of Nona's duties and obligations  related
to  the  Property,   including   payment  of  the  Twenty  One  Million  Dollars
(USD21,000,000)  principal  amount due under that  certain  Convertible  Secured
Promissory  Note dated  December  30, 1995  payable to Silver Faith (the "Silver
Faith Note"), a copy of which is attached hereto as Exhibit "E" and incorporated
herein by reference for all purposes;

         WHEREAS,  in January  1996,  NuOasis  made a Nine  Million  Six Hundred
Thousand  Dollar  principal  payment  on the Silver  Faith  Note,  reducing  the
principal balance due thereunder to Eleven Million Four Hundred Thousand Dollars
(USD11,400,000);

         WHEREAS,   the  principal   reduction  and  assumption  of  duties  and
obligations  described  in the  foregoing  two  paragraphs  were  confirmed  and
acknowledged  by Silver Faith in a letter dated May 16, 1996, a copy of which is
attached  hereto as Exhibit "F" and  incorporated  herein by  reference  for all
purposes; and


                                                        [NUOINTL\AGR:ASSIGN.DOC]

<PAGE>



         WHEREAS,  Assignee's officer,  directors, and representatives have been
delivered  documents necessary to establish the interest in and to the Property,
inspected  the Property and received  copies of licenses and permits  related to
the  construction  and sale of the Property at the offices of Silver Faith,  and
satisfied themselves as to what documents, in form and substance,  are necessary
to transfer ownership in and to the Property.


         NOW  THEREFORE,  for and in  consideration  of Ten Dollars  (USD10) and
other good and  valuable  consideration  as set forth more fully in the Purchase
Agreement  and  herein,  the  receipt of which is hereby  acknowledged  Assignor
hereby bargains,  sells, grants, transfers, and conveys unto Assignee all of its
right, title, and interest in and to the Property,  and all rights,  obligations
and duties accruing to Assignor under the Silver Faith Agreement.

         FURTHER,  in  consideration  for the Purchase  Price (as defined in the
Purchase  Agreement),  Assignor  agrees to indemnify and hold harmless  Assignee
from any liability or loss resulting from the performance or  non-performance of
the duties and obligations under the Silver Faith Note.

         FURTHER,  Assignor's  intent  hereunder  is to transfer  and convey its
right, title and interest in and to the Property as it may have under the Silver
Faith  Agreement to Assignee and Assignee  accepts such assignment as a full and
sufficient  consideration  for the  Purchase  Price  set  forth in the  Purchase
Agreement.

         FURTHER,  Assignor  covenants,  warrants and represents that it has the
power and authority to execute this Assignment and Indemnification  Agreement as
required by applicable law.

         FURTHER,  Assignor  covenants,  warrants and represents that it has the
power and authority, and does hereby sell and transfer to Assignee its rights in
and to the Property  pursuant to the Silver Faith  Agreement,  free and clear of
all liens and encumbrances  created by or through Assignor,  and subject to that
certain joint venture  agreement (the "CJV") a copy of which is attached  hereto
as Exhibit "G" and incorporated herein by reference for all purposes.

<PAGE>



         FURTHER, Assignee warrants that it is satisfied, through its inspection
of documents and by way of this Assignment and Indemnification  Agreement, as to
Assignor's  Closing  obligation  "to  deliver,  or  cause  to be  delivered,  to
Hartcourt the documents necessary to establish the interest in the Property, and
to transfer  ownership  of NuOasis'  right,  title,  and  interest in and to the
Property to Hartcourt, in form and substance acceptable to Hartcourt."

         FURTHER Assignor  irrevocably  appoints Assignee as Assignor's true and
lawful attorney,  with full power of substitution and revocation,  in Assignor's
name,  or  otherwise,  but at  Assignee's  own cost and  expense,  to demand and
receive  the real,  personal  or  leasehold  interests  due,  or to  become  due
attributable  to the Silver  Faith  Agreement,  and to sue,  and to commence any
lawful action, suit and proceeding for the enforcement of such interest,  and to
acknowledge  satisfaction,  or to discharge same as fully as Assignor  might, or
could do if this Assignment and Indemnity Agreement had not been made.

         IN WITNESS  WHEREOF,  Assignor and Assignee have caused this Assignment
and Indemnification Agreement to be executed this day of September 1996.

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



                                        By:------------------------------------
                                           Name:
                                           Title:

                                        "Assignee"
                                        The Hartcourt Companies Inc.,
                                        a company organised under the laws of
                                        the United States, State of Utah



                                        By:------------------------------------
                                           Name:
                                           Title:

                                                        [NUOINTL\AGR:ASSIGN.DOC]


<PAGE>



                                   EXHIBIT "A"

                                     to the
                    Assignment and Indemnification Agreement
                              dated September, 1996



                            THE VALUATION AND REPORT

                                                        [NUOINTL\AGR:ASSIGN.DOC]

<PAGE>



                                   EXHIBIT "B"

                                     to the
                    Assignment and Indemnification Agreement
                              dated September, 1996



                       THE ASSIGNMENT FROM NONA TO NUOASIS

                                                        [NUOINTL\AGR:ASSIGN.DOC]

<PAGE>



                                   EXHIBIT "C"

                                     to the
                    Assignment and Indemnification Agreement
                              dated September, 1996



                      THE ASSIGNMENT AND BILL OF SALE DATED
                SEPTEMBER 28, 1995 BETWEEN SILVER FAITH AND NONA

                                                        [NUOINTL\AGR:ASSIGN.DOC]

<PAGE>



                                   EXHIBIT "D"

                                     to the
                    Assignment and Indemnification Agreement
                              dated September, 1996



              THE ASSET PURCHASE AGREEMENT DATED SEPTEMBER 28, 1995
                          BETWEEN SILVER FAITH AND NONA
                  AND AMENDMENT, MODIFICATION AND RATIFICATION
            OF ASSET PURCHASE AGREEMENT EFFECTIVE SEPTEMBER 28, 1995

                                                        [NUOINTL\AGR:ASSIGN.DOC]

<PAGE>



                                   EXHIBIT "E"

                                     to the
                    Assignment and Indemnification Agreement
                              dated September, 1996



                              THE SILVER FAITH NOTE

                                                        [NUOINTL\AGR:ASSIGN.DOC]

<PAGE>



                                   EXHIBIT "F"

                                     to the
                    Assignment and Indemnification Agreement
                              dated September, 1996



            THE ASSUMPTION AGREEMENT BETWEEN SILVER FAITH AND NUOASIS

                                                        [NUOINTL\AGR:ASSIGN.DOC]

<PAGE>



                                   EXHIBIT "G"

                                     to the
                    Assignment and Indemnification Agreement
                              dated September, 1996



                           THE JOINT VENTURE AGREEMENT

                                                        [NUOINTL\AGR:ASSIGN.DOC]