EXHIBIT 10.129

        PURCHASE AND SALE AGREEMENT DATED AUGUST 8, 1996 BETWEEN NUOASIS
              INTERNATIONAL INC., AND THE HARTCOURT COMPANIES, INC.


                           PURCHASE AND SALE AGREEMENT



DATED:                                                           8, August 1996

PARTIES:

1.   "Hartcourt"

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

2.   "NuOasis"

     NUOASIS  INTERNATIONAL INC., a corporation  organised under the laws of the
     Commonwealth of the Bahamas.

RECITALS:

1.1  NuOasis is the owner and  developer  of a  commercial  real estate  project
     located in mainland  China  commonly  known as the Peony Gardens  Property,
     more fully described in Schedule "1" annexed hereto (the "Property"); and,

1.2  Hartcourt wishes to purchase the Property.

OPERATIVE PROVISIONS:

1.   PURCHASE AND SALE

     1.1  Upon the terms and subject to the conditions of this Agreement, on the
          Closing  Date,  NuOasis  agrees to sell and  transfer  the Property to
          Hartcourt and Hartcourt agrees to purchase and accept the Property for
          the consideration set forth in this Agreement.

     1.2  In exchange for the Property,  Hartcourt  shall pay to NuOasis the sum
          of Twenty Two Million Dollars (USD22,000,000), hereinafter referred to
          as  the  "Purchase  Price",   consisting  of  a  Convertible   Secured
          Promissory  Note in the  principal  amount of Twelve  Million  Dollars
          (USD12,000,000)  in  the  form  annexed  hereto  as  Schedule  2  (the
          "Hartcourt Note") and the greater of Two Million (2,000,000) shares of
          Hartcourt  common stock or that number of shares of  Hartcourt  common
          stock   having  a  market   value   equal  to  Ten   Million   Dollars
          (USD10,000,000)  at Closing  (the  "Shares").  For the purpose of this
          Agreement, "Market Value" shall mean fifty percent (50%) of the thirty
          (30) days moving  average  closing  "bid" price for  Hartcourt  common
          stock  as  quoted  by  the  United  States  National   Association  of
          Securities Dealers Electronic Bulletin Board immediately preceding the
          Closing Date.

                                     - 1 -

<PAGE>


2.   CLOSING

     2.1  The  closing  of  the  delivery  and  transfer  of the  Property  (the
          "Closing") shall occur at the offices of Hartcourt on a date ("Closing
          Date") to be mutually  agreed upon by Hartcourt  and NuOasis after (i)
          exchange of all books, records, financial information,  documents, and
          other  materials  deemed  necessary to completion  of the  transaction
          contemplated  under this Agreement,  and (ii) completion of all review
          periods  provided for in this  Agreement.  Exchange of documents under
          this Agreement shall begin as soon as possible after execution hereof.
          In any case,  the Closing  Date shall be no later than 30th  September
          1996.

     2.2  At the Closing,  the following  transactions shall occur and documents
          shall  be   exchanged,   all  of  which   shall  be  deemed  to  occur
          simultaneously:

          2.2.1 NuOasis will deliver, or cause to be delivered, to Hartcourt:

               2.2.1.1 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;

               2.2.1.2 such other documents,  instruments,  and/or certificates,
                    if any,  as are  required  to be  delivered  pursuant to the
                    provisions  of  this  Agreement,  or  which  are  reasonably
                    determined by the parties to be required to  effectuate  the
                    transactions contemplated in this Agreement, or as otherwise
                    may be reasonably  requested by Hartcourt in  furtherance of
                    the intent of this Agreement.

               2.2.1.3 certificates or other conveyance  documents acceptable to
                    NuOasis transferring the Purchase Price to NuOasis;

     2.3  From time to time after the Closing,  upon the  reasonable  request of
          any party,  the party to whom the request is made shall  deliver  such
          other and further documents,  instruments,  and/or certificates as may
          be  necessary  to  more  fully  vest  in  the  requesting   party  the
          consideration  provided  for  in  this  Agreement  or  to  enable  the
          requesting  party to obtain the rights and  benefits  contemplated  by
          this Agreement.

                                                    [NUOINTL\AGR:NUOBVIMG.AGR]-2

                                     - 2 -

<PAGE>


3.   REPRESENTATIONS AND WARRANTIES OF HARTCOURT

     Hartcourt represents and warrants to NuOasis that:

     3.1  Hartcourt is a  corporation,  validly  existing  and in good  standing
          under the laws of the United States, State of Utah, with the power and
          authority  to  carry  on its  business  as now  being  conducted.  The
          execution and delivery of this Agreement and the  consummation  of the
          transaction contemplated in this Agreement have been, or will be prior
          to Closing,  duly  authorized by all  requisite  action on the part of
          Hartcourt.  This  Agreement  has been duly  executed and  delivered by
          Hartcourt and the Hartcourt  Note the Shares to be issued by Hartcourt
          hereunder will  constitute  validly  issued shares and a binding,  and
          enforceable obligation of the corporation.

     3.2  To the best of  Hartcourt's  knowledge  and belief,  the execution and
          performance of this Agreement will not violate,  or result in a breach
          of, or constitute a default in, any provisions of applicable  law, any
          agreement, instrument, judgment, order or decree to which Hartcourt is
          a party  or to which it is  subject  so as to give  rise to a claim by
          anyone  against the  Hartcourt  Note or Shares  which would in any way
          effect the enforceability or validity of this Agreement or Hartcourt's
          ability to conclude the transaction contemplated under this Agreement.

                                     - 3 -

<PAGE>


     3.3  The Shares. The Shares to be issued pursuant to this Agreement will be
          issued at Closing,  free and clear of liens,  claim, and encumbrances,
          and Hartcourt can issue such shares without the consent or approval of
          any person, firm, corporation, or government authority.

     3.4  Capitalization. The capitalization of Hartcourt is attached hereto and
          incorporated herein as Schedule "3".

     3.5  Financial Information. Hartcourt has provided NuOasis, or will provide
          prior to  Closing,  copies of its  Annual  Report  containing  audited
          financial statements for the years ending 31st December 1994 and 1995,
          and all other  information  included in such  reports or  delivered to
          NuOasis  pursuant  to this  Agreement,  shall  be  referred  to as the
          "Hartcourt   Financials".   Except  as  set  forth  in  the  Hartcourt
          Financials,  Hartcourt  has no  obligations  or  liabilities  (whether
          accrued,  absolute,  contingent,  liquidated or  otherwise,  including
          without limitation any tax liabilities due or to become due) which are
          not fully  disclosed and  adequately  provided for  excepting  current
          liabilities  incurred and obligations under agreements entered into in
          the  usual  and  ordinary  course  of  business  since the date of the
          Hartcourt Financials, none of which (individually or in the aggregate)
          are  material  except  as  expressly  indicated  there  use  is  not a
          guarantor or otherwise  contingently liable for any material amount of
          indebtedness.  Except as indicated in the Hartcourt Financials,  there
          exists no default under the  provisions of any  instrument  evidencing
          any indebtedness or of any agreement in relation thereto.

     3.6  Litigation.  To the best knowledge and belief of Hartcourt,  except as
          disclosed in the Hartcourt  Financials or pursuant to this  Agreement,
          there  is  neither  pending  nor  threatened,   any  action,  suit  or
          arbitration to which its Hartcourt property,  assets or business is or
          is likely to be subject and in which an unfavorable outcome, ruling or
          finding  will or is likely to have a  material  adverse  effect on the
          condition,  financial or otherwise,  or create a material liability on
          the part of Hartcourt,  or which would conflict with this Agreement or
          any action taken or to be taken in connection with it.

     3.7  Tax Matter. To the extent that its tax filings, liabilities, payments,
          or provisions for payment could give rise to a claim against or affect
          the right of ownership to the Shares, Hartcourt has filed or will file
          all federal, state, and local income, excise,  property, and other tax
          returns,  forms, or reports,  which are due or required to be filed by
          it and has paid, or made adequate  provision for payment of all taxes,
          interest,  penalty fee, assessment, or deficiencies shown to be due or
          claimed  to be due or which have or may become due on or in respect of
          such returns or reports.

                                                    [NUOINTL\AGR:NUOBVIMG.AGR]-2

                                     - 37 -

<PAGE>


     3.8  Contracts.  Except as disclosed pursuant to this Agreement,  or in the
          Hartcourt  Financials,  there are no  contracts,  actual or contingent
          obligations,  agreement,  franchises,  license  agreements,  or  other
          commitments  between Hartcourt third parties which are material to its
          business,  financial  condition,  or results of operation,  taken as a
          whole.  For purposes of the preceding  sentence,  the term  "material"
          refers to any  obligation  or  liability  which by its terms calls for
          aggregate payments of more than Ten Thousand Dollars (USD10,000).

     3.9  Material  Contract  Breaches:  Defaults.  To the  best of  Hartcourt's
          Knowledge and relief, it has not materially  breached,  nor has it any
          knowledge of any pending or threatened claims or any legal basis for a
          claim that it has materially breached,  any of the terms or conditions
          of any agreements, contracts, or commitments to which it is a party or
          is bound and which  might give rise to a claim by anyone  against  the
          Note or the  Shares,  and there is no event of default or other  event
          which,  with  notice  or  lapse of time or both,  would  constitute  a
          default in any material rise to a claim against the Note or the Shares
          in respect of which  Hartcourt has not taken adequate steps to prevent
          such a default from occurring.

                                     - 4 -

<PAGE>


     3.10 Securities Laws. Hartcourt is a public company and represents that, to
          the  best of its  knowledge,  except  as  disclosed  in the  Hartcourt
          Financials,  it has no existing  or  threatened  liabilities,  claims,
          lawsuits,  or basis for the same with respect to this  original  stock
          issuance to its founders, its initial public offering, or any dealings
          with its stockholders, the public, the brokerage community, the United
          States  Securities  And Exchange  Commission  ("SEC"),  any U.S. state
          regulatory  agencies,  or  other  person.  Hartcourt  is  currently  a
          non-reporting  company and is not required to file quarterly or yearly
          reports.  Hartcourt  is in the  process of filing its Form 10 with the
          SEC.  Hartcourt  is  currently  published in Standard and Poors and is
          cleared therefore for secondary trading in Standard and Poors approved
          states.

     3.11 Brokers.  Hartcourt  has agreed to pay a finder's  fee with respect to
          the transaction  contemplated in this Agreement to Asian International
          Development Ltd. ("AID"), its assignees or nominees,  and to Guangoong
          Investments Ltd. ("GIL"), its assignees or nominees in an amount to be
          negotiated.  To the best of Hartcourt's knowledge,  no other person or
          entity is  entitled,  or  intends  to claim  that it is  entitled,  to
          receive any fees or commissions in connection  with this  transaction,
          further  agrees  to  indemnify  and  hold  harmless   NuOasis  against
          liability  to AID,  GIL or any  broker  claiming  fees of any  kind or
          nature.

     3.12 Approvals.   Except  as  otherwise  provided  in  this  Agreement,  to
          Hartcourt's best knowledge and belief no  authorization,  consent,  or
          approval  of,  or  registration   or  filing  with  any   governmental
          authority,  or any other person, is required to be obtained or made by
          connection with  Hartcourt's  execution,  delivery,  or performance of
          this Agreement.

     3.13 Full  disclosure.   The  information  concerning  set  forth  in  this
          Agreement,  and in the  Hartcourt  Financials,  is,  to  the  best  of
          Hartcourt's  knowledge  and  belief,  complete  and  accurate  in  all
          material  respects  and does not  contain  any untrue  statement  of a
          material  fact or omit to state a material  fact  required to make the
          statements made, in light of the  circumstances  under which they were
          made, not misleading.

     3.14 Date of Representations  and Warranties.  Each of the  representations
          and  warranties of set forth in this  Agreement is true and correct at
          and as of the Closing  Date,  with the same force and effect as though
          made at and as of the Closing  Date,  except for changes  permitted or
          contemplated by this Agreement.

                                     - 5 -

<PAGE>



4.   REPRESENTATIONS AND WARRANTIES OF NUOASIS

     NuOasis represents and warrants to Hartcourt that:

     4.1  NuOasis  is the owner of the  Property  and will  certify  in form and
          substance acceptable to Hartcourt at Closing.

     4.2  NuOasis is a corporation  duly  incorporated,  validly existing and in
          good standing under the laws of the Commonwealth of Bahamas,  with the
          corporate  power and  authority  to carry on its business as now being
          conducted.  In addition,  NuOasis is duly  qualified to do business in
          each  jurisdiction in which the nature of its business  requires it to
          be so  qualified,  except to the extent that the failure to so qualify
          does not have a material  adverse  effect on the  business of NuOasis,
          taken as a whole. The execution and delivery of this Agreement and the
          consummation of the  transactions  contemplated in this Agreement have
          been,  or will be prior to Closing,  duly  authorized by all requisite
          corporate actions on the part of NuOasis,  to the extent, if any, that
          such  authorizations  are  necessary.  This  Agreement  has been  duly
          executed and delivered by NuOasis and constitutes the valid,  binding,
          and enforceable obligation of NuOasis.

     4.3  NuOasis has provided to  Hartcourt,  or will provide prior to Closing,
          appraisals,  construction costs and budgets, and all other information
          related to the Property in the possession of NuOasis, or available for
          NuOasis.  Such  information  shall  be  referred  to as the  "Property
          Reports".  All  financial  statements  and  reports  included  in  the
          Property  Reports and prepared by NuOasis,  are prepared in accordance
          with generally acceptable  accounting standards and present fairly the
          condition  of the  Property.  Except  as  indicated,  there  exists no
          default under the  provisions of any  instrument  evidencing  NuOasis'
          ownership  of the Property and NuOasis is not a guarantor or otherwise
          contingently  liable for any material amount of indebtedness  relating
          thereto.

     4.4  To the best knowledge and belief of NuOasis,  there is neither pending
          nor threatened,  any action,  suit,  arbitration,  proceeding (whether
          federal,  state,  local or foreign)  or claim to which  NuOasis or the
          Property  is  or  is  likely  to be  named  as a  party  in  which  an
          unfavorable  outcome,  ruling or  finding  will or is likely to have a
          material adverse effect on the condition,  financial or otherwise,  of
          the Property,  or create any material  liability on the part of owners
          of the Property,  or which would  conflict with this  Agreement or any
          action taken or to be taken in connection with it.

                                     - 6 -

<PAGE>

     4.5  To NuOasis's best knowledge and belief, no authorization,  consent, or
          approval  of,  or  registration  or  filing  with,  any   governmental
          authority  or any other  person is  required to be obtained or made by
          NuOasis in connection with the execution,  delivery, or performance of
          this Agreement.

     4.6  The information  concerning NuOasis set forth in this Agreement and in
          the  Property  Reports  is,  to the best of  NuOasis's  knowledge  and
          belief,  complete and  accurate in all material  respects and does not
          contain  any untrue  statement  of a material  fact or omit to state a
          material  fact required to make the  statements  made, in light of the
          circumstances under which they were made, not misleading.

5.   CONDITIONS PRECEDENT TO OBLIGATIONS OF NUOASIS

     All  obligations  of  NuOasis  under  this  Agreement  are  subject  to the
     fulfillment,  prior to or as of the Closing  Date, of each of the following
     conditions:

     5.1  The  representations  and  warranties  by Hartcourt  set forth in this
          Agreement  shall be true and  correct at and as of the  Closing  Date,
          with the same force and effect as though made at and as of the Closing
          Date, except for changes permitted or contemplated by this Agreement.

     5.2  Hartcourt  shall  have  performed  and  complied  with all  covenants,
          agreements,  and conditions required by this Agreement to be performed
          or complied with by it prior to or at the Closing.

     5.3  Hartcourt shall have taken all corporate and other action necessary to
          issue the Shares and the  Hartcourt  Note  constituting  the  Purchase
          Price to NuOasis pursuant to this Agreement.

     5.4  All  instruments  and documents  delivered to NuOasis  pursuant to the
          provisions of this Agreement  shall be satisfactory to NuOasis and its
          legal counsel.

6.   CONDITIONS PRECEDENT TO OBLIGATIONS OF HARTCOURT

     All  obligations  of  NuOasis  under  this  Agreement  are  subject  to the
     fulfillment,  prior to or as of the Closing  Date, of each of the following
     conditions:

                                     - 7 -

<PAGE>


     6.1  The  representations  and  warranties  by  NuOasis  set  forth in this
          Agreement  shall be true and correct with the same force and effect as
          though  made  at  and as of  the  Closing  Date,  except  for  changes
          permitted or contemplated by this Agreement.

     6.2  NuOasis  shall  have   performed  and  complied  with  all  covenants,
          agreements,  and conditions required by this Agreement to be performed
          or complied with by it prior to or at the Closing.

     6.3  NuOasis shall have taken all  corporate and other action  necessary to
          transfer NuOasis ownership and title to the Property to Hartcourt.

     6.4  Before  Closing,  NuOasis will have delivered the Property  Reports to
          Hartcourt.  NuOasis shall specifically  provide to Hartcourt schedules
          of all costs  related to the  Property as of 31st March,  1996 and all
          other  documents   necessary  to  substantiate  to  Hartcourt's   sole
          satisfaction  the agreed  value of not less than  Twenty  Two  Million
          Dollars  (USD22,000,000).  Upon  receipt  and  review of the  Property
          Reports,  Hartcourt  shall  have  fifteen(15)  business  days to raise
          objections to the information contained in the Property Reports, which
          shall  be  accomplished  by  submission  of a  written  list  of  such
          objections to NuOasis, and to conduct a valuation of the Property.  If
          there  are  objections,  or if  the  valuation  of  the  Property,  as
          determined by Hartcourt,  or a recognised independent appraiser acting
          for Hartcourt, is less than Twenty-Two Million Dollars(USD22,000,000),
          then  Hartcourt  shall have the  option to  terminate  this  Agreement
          without  penalty.  Alternatively,  Hartcourt  may  elect,  in its sole
          discretion, to waive objections and proceed with Closing.

     6.5  All instruments and documents  delivered to Hartcourt  pursuant to the
          provisions of this Agreement  shall be  satisfactory  to Hartcourt and
          its legal counsel. NuOasis shall provide to Hartcourt prior to Closing
          evidence satisfactory to Hartcourt that the representations of NuOasis
          herein and the  interest in the  Property is legally  created and duly
          enforceable.

7.   TERMINATION

     7.1  This Agreement may be terminated at any time prior to the Closing Date
          without liability on the part of either Hartcourt or NuOasis:

                                     - 8 -

<PAGE>


          7.1.1 by mutual consent of Hartcourt and NuOasis;

          7.1.2by  Hartcourt  or  NuOasis,  (unless  the  action  or  proceeding
               referred  to is  caused  by a breach  or  default  on the part of
               Hartcourt or NuOasis of any of their representations, warranties,
               or  obligations  under  this  Agreement),  if 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  transactions  contemplated  by this
               Agreement  and which,  in the  judgment of  Hartcourt or NuOasis,
               made in good faith and based  upon the  advice of legal  counsel,
               makes  it   inadvisable   to   proceed   with  the   transactions
               contemplated by this Agreement;

          7.1.3by  NuOasis  or  Hartcourt  (as the case may be) if, as  provided
               herein upon Hartcourt's  disapproval of the Value of the Property
               or  NuOasis'  disapproval  of  the  Value  of the  Shares  or the
               financial  condition of  Hartcourt,  including but not limited to
               its capitalisation, at any time prior to Closing.

8.   TERMINATION WITH CAUSE

     If this  Agreement is  terminated  for breach or otherwise  for cause,  the
     non-breaching  party shall be reimbursed by the other party of all expenses
     and costs related to this Agreement in the amount of Fifty Thousand Dollars
     (USD50,000).

9.   MISCELLANEOUS PROVISIONS

     9.1  All  representations,  warranties,  and covenants made by any party in
          this   Agreement   shall   survive  the  Closing   hereunder  and  the
          consummation  of the  transactions  contemplated  hereby for three (3)
          years from the Closing  Date.  Hartcourt and NuOasis are executing and
          carrying  out the  provisions  of this  Agreement  in  reliance on the
          representations, warranties, and covenants and agreements contained in
          this Agreement or at the Closing of the  transactions  herein provided
          for including any  investigation  upon which it might have made or any
          representations, warranty, agreement, promise, or information, written
          or oral,  made by the other  party or any other  person  other than as
          specifically set forth herein.

                                     - 9 -

<PAGE>


     9.2  All costs and expenses in the proposed sale and transfer  described in
          this Agreement shall be borne by the following manner:

          9.2.1each party has been  represented  by its own  attorney(s) in this
               transaction, shall pay the fees of its own attorney(s), except as
               may be expressly set forth herein to the contrary.

          9.2.2each party shall bear its reasonable  shares of all other Closing
               costs and expenses arising from this Agreement.

     9.3  At any time and from time to time,  after  the  effective  date,  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 any property transferred  hereunder or otherwise to carry out
          the intent and purposes of this Agreement.

     9.4  Any failure of any party to this  Agreement  to comply with any of its
          obligations,  agreements,  or  conditions  hereunder  may be waived in
          writing by the party to whom such  compliance is owed.  The failure of
          any  party  to  this  Agreement  to  enforce  at any  time  any of the
          provisions  of this  Agreement  shall in no way be  construed  to be a
          waiver of any such  provision  or a waiver of the right of such  party
          thereafter to enforce each and every such provision.  No waiver of any
          breach of or non-compliance  with this Agreement shall be held to be a
          waiver of any other or subsequent breach or non-compliance.

     9.5  All  notices and other  communications  hereunder  shall  either be in
          writing and shall be deemed to have been given if delivered in person,
          sent by overnight delivery service or sent by facsimile  transmission,
          to the parties hereto, or their designees, as follows:

          To Hartcourt:  The Hartcourt Companies, Inc.
                         19104 Norwalk Blvd.
                         Artesia, California 90703
                         Telephone: +1 310 403-1126
                         Facsimile: +1 310 403-1130

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

                                     - 10 -

<PAGE>


     9.6  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.

     9.7  This  Agreement  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.

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

     9.9  This  Agreement  shall be binding upon the parties hereto and inure to
          the benefit of the parties,  their respective  heirs,  administrators,
          executors, successors, and assigns.

     9.10 This  Agreement  contains  the entire  agreement  between  the parties
          hereto and supersedes any and all prior agreements,  arrangements,  or
          understandings  between the parties  relating to the subject matter of
          this  Agreement.  No oral  understandings,  statements,  promises,  or
          inducements  contrary  to  the  terms  of  this  Agreement  exist.  No
          representations,  warranties,  covenants,  or  conditions,  express or
          implied, other than as set forth herein, have been made by any party.

     9.11 If any  part of this  Agreement  is  deemed  to be  unenforceable  the
          balance of the Agreement shall remain in full force and effect.

     9.12 This Agreement may be amended only by a written instrument executed by
          the parties or their respective successors or assigns.

     9.13 A facsimile,  telecopy or other  reproduction of this Agreement may be
          executed by one or more parties  hereto and such  executed copy may be
          delivered   by   facsimile   of   similar   instantaneous   electronic
          transmission device pursuant to which the signature of or on behalf of
          such  party can be seen,  and such  execution  and  delivery  shall be
          considered  valid,  binding and  effective  for all  purposes.  At the
          request of any party hereto,  all parties agree to execute an original
          of  this  Agreement  as  well  as any  facsimile,  telecopy  or  other
          reproduction hereof.

                                     - 11 -

<PAGE>


     9.14 Time  is of the  essence  of this  Agreement  and of  each  and  every
          provision hereof.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement the day and
year first above written.

THE HARTCOURT COMPANIES INC.


   /s/    Alan Phan
By:-------------------------------
   Name:     Alan Phan
   Title:    President

NuOASIS INTERNATIONAL INC.



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

                                     - 12 -