EXHIBIT 10.134

                AGREEMENT BETWEEN NUOASIS INTERNATIONAL, INC. AND
                        SILVER FAITH DEVELOPMENT LIMITED

                                    AGREEMENT



DATED:                                                         30th August, 1996

PARTIES:

1.       "NuOasis"                  NuOasis International Inc., a corporation
                                    organised under the laws of the Commonwealth
                                    of the Bahamas.

2.       "Silver Faith"             Silver Faith Development Limited., a
                                    corporation organised under the laws of Hong
                                    Kong

RECITALS:

1.1      On September 30, 1995,  Nona Morelli's II Inc., a Colorado  corporation
         ("Nona"), the sole shareholder of NuOasis,  entered into a Purchase and
         Sale  Agreement  with  Silver  Faith  pursuant  to which Nona  issued a
         Convertible  Secured  Promissory Note of such date (the "Nona Note") in
         the principal  amount of Twenty One Million Dollars  (USD21,000,000)  a
         copy of which is annexed hereto as Schedule 1; and,

1.2      NuOasis  assumed Nona's rights and  obligations  under the Nona Note by
         way of the  Assignment  dated December 31, 1995 (the  "Assignment"),  a
         copy of which is annexed hereto as Schedule 2; and,

1.3      NuOasis  wishes to purchase the Nona Note from Silver Faith pursuant to
         the terms hereof.

OPERATIVE PROVISIONS:

1.       Purchase of the Note

         On the basis of the  representations  and warranties  herein contained,
         subject  to the terms and  conditions  set  forth  herein,  and for the
         Consideration (as defined herein),  NuOasis agrees to purchase the Nona
         Note  for  Twelve   Million   Three  Hundred   Thousand   Dollars  (USD
         12,000,000), which represents the current outstanding principal balance
         of Eleven Million Four Hundred  Thousand  Dollars (USD 11,400,000) plus
         interest of  approximately  Six Hundred Thousand Dollars (USD 600,000),
         and Silver Faith  agrees to assign,  deliver and transfer the Nona Note
         to NuOasis.

2.       The Consideration

         The  consideration  ("Consideration")  to be paid to  Silver  Faith  in
         exchange for the Nona Note shall  consist of that  certain  Convertible
         Secured  Promissory Note dated July 31, 1996 in the principal amount of
         Twelve  Million  Dollars  (USD  12,000,000)  issued  by  The  Hartcourt
         Companies  Inc.("Hartcourt"),  a copy of which  is  annexed  hereof  as
         Schedule 3 (the "Hartcourt Note").

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3.       Effective Date and Closing

         The closing and  effective  date of the exchange  contemplated  by this
         Agreement (the  "Closing")  shall occur upon such date that the parties
         have satisfied their  respective  obligations  and covenants  contained
         herein,  but  shall  not be later  than  30th  September  1996.  At the
         Closing,  Silver  Faith  shall  deliver  the Nona Note to  NuOasis  and
         NuOasis shall deliver the  Hartcourt  Note to Silver Faith,  along with
         any opinions, certificates,  exhibits, etc. reasonably requested by the
         other party.

4.       Representations and Warranties of Silver Faith

         Silver Faith hereby represents and warrants to NuOasis that:

         4.1      Silver Faith is a corporation organized under the laws of Hong
                  Kong; and

         4.2      Silver Faith 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  Hong  Kong,  Peoples
                  Republic  of  China,   or  Chinese   provincial  or  municipal
                  government, or any department,  board, body or agency thereof,
                  which could result in a claim against the Nona Note; and

         4.3      This  Agreement has been duly executed by Silver Faith and the
                  execution and performance  hereof will not violate,  or result
                  in a breach  of, or  constitute  a default  in any  agreement,
                  instrument,  judgement,  order or decree to which Silver Faith
                  is a party or to which Silver Faith is subject; and

         4.4      Silver  Faith's  right to  transfer  the  Nona  Note is not in
                  violation  of any  preemptive  rights of any  person or of any
                  agreement to which Silver Faith is bound; and

         4.5      The Nona Note will be transferred  without any encumbrances or
                  adverse  claims and is not subject to any interest or right of
                  any third  person;  and Silver Faith  warrants that it has the
                  full right and power to  transfer  the Nona Note  pursuant  to
                  this Agreement; and

         4.6      No representation or warranty  contained herein, nor statement
                  in any document,  certificate  or schedule  furnished or to be
                  furnished  pursuant to this  Agreement  by Silver  Faith or in
                  connection with the transaction  contemplated hereby, contains
                  or contained any untrue statement of a material fact, nor does
                  it omit  to  state  a  material  fact  necessary  to make  any
                  statement of fact contained herein not misleading.

5.       Representations and Warranties of NuOasis

         NuOasis hereby represents and warrants to Silver Faith that:

         5.1      This  Agreement  has been duly  executed  by  NuOasis  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
                  NuOasis is a party or to which the Hartcourt  Note is subject;
                  and

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         5.2      The  Hartcourt  Note is not subject to any claims or causes of
                  action  created by or through Nona or NuOasis,  and NuOasis is
                  not a defendant,  nor a plaintiff  against whom a counterclaim
                  has been made or reduced to  judgement,  in any  litigation or
                  proceedings before any U.S.,  federal or state government,  or
                  the  Commonwealth of the Bahama's,  or any department,  board,
                  body or agency thereof, involving the Hartcourt Note as of the
                  date hereof; and

         5.3      The Hartcourt  Note is not subject to any interest or right of
                  any third person  created by or through  Nona or NuOasis,  and
                  NuOasis has the full right and power to transfer the Hartcourt
                  Note pursuant to this Agreement; and

         5.4      No representation or warranty  contained herein, nor statement
                  in any document,  certificate  or schedule  furnished or to be
                  furnished  pursuant  to  this  Agreement  by  NuOasis,  or  in
                  connection with the transaction  contemplated hereby, contains
                  or contained any untrue statement of a material fact, nor does
                  it omit  to  state  a  material  fact  necessary  to make  any
                  statement of fact contained herein not misleading.

6.       Availability of Information

         Silver Faith and NuOasis  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 Hartcourt Note for the Nona Note.

7.       Termination

         This  Agreement  may be  terminated  at  anytime  prior  to the date of
         Closing by either party if (a) there shall be any actual or  threatened
         action or proceeding  by or before any court or any other  governmental
         body  which  shall  seek  to  restrain,  prohibit,  or  invalidate  the
         transaction  contemplated by this Agreement, and which, in the judgment
         of such party giving  notice to terminate  and based upon the advice of
         legal counsel,  makes it  inadvisable  to proceed with the  transaction
         contemplated  by this  Agreement;  or (b) if this  transaction  has not
         closed by 30th  September  1996 by reason of  circumstances  beyond the
         control of the parties hereto.

8.       Miscellaneous

         8.1      The  officers  of NuOasis  and  Silver  Faith  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.

         8.2      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:

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                  To Silver Faith:         Silver Faith Development Limited
                                           Room 3078, Diamond Square
                                           3/F Shun Tak Centre
                                           200 Connaught Road, Central Hong Kong
                                           Telephone:        +852-2-559-8859
                                           Facsimile:        +852-2-540-5020

                  To NuOasis:              NuOasis International Inc.
                                           43 Elizabeth Avenue
                                           Nassau, Bahamas
                                           Telephone:        +44 1624 815544
                                           Facsimile:        +44 1624 815548

                  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.

         8.3      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.

         8.4      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.

         8.5      Neither  party may assign this  Agreement  without the express
                  written consent of the other party 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.

         8.6      Notwithstanding  that this  Agreement  was  negotiated  and is
                  being contracted for in Hong Kong, it shall be governed by the
                  laws of the Commonwealth of the Bahamas,  notwithstanding  any
                  conflict-of-law provision to the contrary.

         8.7      If  any  legal  action  or  other  preceding   (nonexclusively
                  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.

         8.8      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.

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         8.9      It is  understood  and  agreed  that  this  Agreement  may  be
                  executed  in any  number of  identical  counterparts,  each of
                  which may be deemed an original for all purposes.

         8.10     At any time,  and from time to time  after the  Closing,  each
                  party 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  Hartcourt  Note and the Nona
                  Note to be exchanged hereunder,  or otherwise to carry out the
                  intent and purposes of this Agreement.

         8.11     Silver  Faith  and  NuOasis  warrant  that  neither  party has
                  incurred any liability,  contingent or otherwise, for brokers'
                  or finders' fees or commissions relating to this Agreement for
                  which the other  party  shall have  responsibility.  Except as
                  otherwise  provided  herein,  all  fees,  costs  and  expenses
                  incurred by either party relating to this  Agreement  shall be
                  paid by the party incurring same.

         8.12     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.

         8.13     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.


SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:  /s/  Silver Faith Development Limited  (a Director)      )
                                                              )
on behalf of                                                  )
SILVER FAITH DEVELOPMENT LIMITED                              )



SIGNED AND DELIVERED as a DEED                                )
                                                              )
by:  /s/  NuOasis International Inc.        (a Director)      )
                                                              )
on behalf of                                                  )
NUOASIS INTERNATIONAL INC.                                    )

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                                  SCHEDULE "1"

                                     to the
                                    Agreement
                             dated 30th August, 1996



                                  THE NONA NOTE


<PAGE>



                                  SCHEDULE "2"

                                     to the
                                    Agreement
                             dated 30th August, 1996



                                 THE ASSIGNMENT


<PAGE>


                                  SCHEDULE "3"

                                     to the
                                    Agreement
                             dated 30th August, 1996



                               THE HARTCOURT NOTE