EXHIBIT 10.154

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

                                January 27, 1997



Mr. Gabriel Tabarani
CLEOPATRA PALACE LIMITED
c/o Flat 2, Chartwell House
80 Wimbledon Parkside
London SW19 5LN
ENGLAND

     RE:  Amendment  to Letter  Agreement  dated  October 7, 1996 by and between
          NuOasis  International  Inc. and Cleopatra Palace Limited (the "Letter
          Agreement")

Dear Gaby:

I have learned that Grand Hotel Kransnopolsky NV ("GHK") is unable to go forward
with the proposed joint venture under the terms of an "Advisory  Agreement",  as
we had planned, rather than their proposed Hotel Management Agreement.  For this
reason I believe the joint venture with GHK will not likely materialize.

Since the purchase of the 70% interest in the former  subsidiaries  of Cleopatra
Palace Limited  ("CPL") in Tunisia was designed  solely to  accommodate  GHK and
comply with their  suggested  joint venture  structure,  there is no need now to
strip away these subsidiaries from CPL.

If acceptable to you we would like to restructure the transaction set out in the
Letter  Agreement.  When  countersigned  by you in the space provided below this
letter (the "Amendment") will serve to amend and modify the terms, consideration
and effect of the Letter Agreement as follows:

1.       Note B in the amount of $2 million shall be canceled.

2.       Note  A  in the amount of $11.5 million shall be satisfied by 2,700,000
         shares of The Hartcourt Companies Inc.

3.       CPL will  take such  action  necessary  to (a)  redeem  certain  of its
         shares,  (b) issue additional  shares,  or (c) a combination of (a) and
         (b), so as to give NuOasis 70% equity in CPL.

4.       CPL will, by February 15, 1997,  establish its own cash  collateral for
         use by Banque  Francaise  D'Orient  ("BFO")  and cause the  deposit and
         current  accounts of NuOI at BFO to be released as  collateral  for the
         $300,000 loan by BFO to CPL in 1996.

                                                       [NUOINTL\CORR:CPLAMEND]-3

<PAGE>

Mr. Gabriel Tabarani
January 27, 1997
Page 2

5.       CPL will execute a Casino Management  Agreement with NuOI in respect to
         the Tunisian casinos in form and substance generally used in the United
         States. Our proposed agreement is enclosed.

6.       CPL will execute such  additional  instruments  and take such action as
         may be  reasonably  requested  to carry out the intent and  purposes of
         this Amendment.

7.       This  Amendment  shall be constructed under and governed by the laws of
         the  Commonwealth  of  the Bahamas, notwithstanding any conflict-of-law
         provision to the contrary.

8.       The  persons  executing  this  Amendment  on  behalf  of CPL  are  duly
         authorized to do so. Further,  CPL and NuOasis each represent,  through
         the  executors,  that  each has  taken all  action  required  by law or
         otherwise  to properly  and legally  execute and carry out the terms of
         this Amendment.

9.       This  Amendment  may  be  executed   simultaneously   in  two  or  more
         counterparts,  each of which  shall be deemed an  original,  but all of
         which together shall constitute one and the same instrument. If a party
         signs this Amendment and then transmits an electronic  facsimile of the
         signature  page  to  the  other  party,  the  party  who  receives  the
         transmission  may  rely  upon  the  electronic  facsimile  as a  signed
         original of this Amendment.

NuOasis International Inc.

By:  /s/  Fred G. Luke
     -----------------------------
Name:     Fred G. Luke

ACCEPTED AND AGREED TO
 THIS 7th DAY OF OCTOBER 1997

Cleopatra Palace Limited

By:  /s/  Gabriel Tabarani
     -----------------------------
Name:     Gabriel Tabarani