EXHIBIT 10.153

                     AGREEMENT DATED OCTOBER 2, 1996 BETWEEN
                           NUOASIS INTERNATIONAL, INC.
                            AND CLEOPATRA WORLD, INC.

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

                                 October 2, 1996



Board of Directors
CLEOPATRA WORLD INC.
Box 3186, Road Town
Tortola, British Virgin Islands

         RE:      Purchase of shares of capital stock of Cleopatra World Inc.,
                  a corporation organised under the laws of The British Virgin
                  Islands ("Cleopatra World")

Gentlemen:

NuOasis  International,  Inc.  ("NuOasis")  wishes to acquire  shares of capital
stock of Cleopatra World ("Cleopatra World Shares").

When  executed  by an  authorized  officer of  Cleopatra  World this letter (the
"Agreement")  will set out the  understanding  and  agreement  regarding  such a
transaction. It is our understanding and representation that:

1.       NuOasis has the right to acquire Three Million  Dollars  (US$3,000,000)
         of  common  stock  of  The  Hartcourt  Companies  Inc.,  a  corporation
         organised  under  the laws of the  United  States,  state of Utah  (the
         "Hartcourt Shares"); and

2.       Pursuant to the Lease  Agreement  dated the 5th day of  November,  1995
         (the "Lease") between Cleopatra and Societe  Touristique  Tunisie Golfe
         S.A.  ("Owner"),  Cleopatra  World is the Lessee of the Le Palace Hotel
         and adjoining commercial centre,  sports and fitness centre, beach club
         and apartment complex (collectively,  the "Property"),  a copy of which
         is annexed hereto as Schedule "1"; and

3.       Pursuant to the Lease  Cleopatra  is required to deposit with the Owner
         securities  having a market value equal to US$3,000,000,  to be held by
         the Owner as a Security Deposit.

         Based upon these facts and the  representations  contained  herein,  we
agree as follows:

1.       NuOasis to Provide Security Deposit

         Upon  acceptance  of this  Agreement  by Cleopatra  World  NuOasis will
         deposit the Hartcourt Shares with Owner to satisfy the Security Deposit
         set forth under the Lease.

2.       Issuance of Additional Shares

         Upon  deposit of the  Hartcourt  Shares by NuOasis as set forth  herein
         Cleopatra World will issue and deliver to NuOasis shares of its capital
         stock equal in number to not less than fifty percent (50%) of the total
         issued and  outstanding  share capital of Cleopatra  World at such date
         but giving effect to the transaction contemplated by this Agreement.

                                                   [NUOINLTD\AGR:CLEOWSUB.AGR]-6

<PAGE>



3.        In connection  with this proposal,  and as an inducement to NuOasis to
          provide the aforementioned Security Deposit,  Cleopatra World confirms
          that:

          A.        The Cleopatra World Shares, when delivered, will be free and
                    clear of liens, claims and encumbrances; Cleopatra World has
                    all necessary  right and power to enter into this  Agreement
                    and to cause such issuance of the Cleopatra  World Shares to
                    NuOasis  as   contemplated   herein;   and,  any   necessary
                    shareholder  approval of Cleopatra World's shareholders will
                    be obtained prior to Closing.

          B.        Cleopatra World is duly organised,  validly existing, and in
                    good standing  under the laws of the British  Virgin Islands
                    and that the Lease is in full force and effect.

          C.        The  capitalization  of  Cleopatra  World is, as of the date
                    hereof,  comprised  of 50,000  shares of  authorized  common
                    stock,  US$.01  par  value,  of which  approximately  15,000
                    shares are presently issued and outstanding.

          D.        Cleopatra World is in compliance  with all applicable  laws,
                    rules and  regulations,  relating  to its  operation  of the
                    Property, except to the extent that non-compliance would not
                    materially  and adversely  affect the business,  operations,
                    properties,  assets,  or  condition  of the  Property or its
                    individual assets or contracts.

          E.        Any and all originals of accounting  books and records,  and
                    any other  documents and records  related to the Property or
                    the  Lease  and  maintained  by  Cleopatra   World  will  be
                    available for review by NuOasis prior to Closing.

4.       Each party hereto  agrees to execute such  additional  instruments  and
         take such action as may be  reasonably  requested by the other party to
         effect  the  transaction,  or  otherwise  to carry out the  intent  and
         purposes of this Agreement.

5.       All notices and other communications  hereunder shall be in writing and
         shall  be sent by  prepaid  first  class  mail  to the  parties  at the
         following  addresses,  as amended by the parties with written notice to
         the other:

         To NuOasis:          NuOasis International Inc.
                              43 Elizabeth Avenue, Box N-5680
                              Nassau, Bahamas
                              Telephone: (809) 356-2903
                              Facsimile: (809) 326-8434

         To Cleopatra World:  Cleopatra World Inc.
                              Box 3186, Road Town
                              Tortola, British Virgin Islands

                                                   [NUOINLTD\AGR:CLEOWSUB.AGR]-6

<PAGE>



         With copy to:        Cleopatra Palace Ltd.
                              Flat 2, Chartwell House
                              80 Wimbledon Parkside
                              London SW19 5LN, ENGLAND
                              Telephone: +44-171-602-9988
                              Facsimile: +44-181-788-8089

6.       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.

7.        This  Agreement was  negotiated,  and shall be governed by the laws of
          the Commonwealth of the Bahamas  notwithstanding  any  conflict-of-law
          provision to the contrary.

Sincerely,
NuOasis International Inc.




By:  /s/  NuOasis International Inc.
     -----------------------------------
          NuOasis International Inc.

ACCEPTED AND AGREED IN PRINCIPLE
THIS ----- DAY OF OCTOBER, 1996

Cleopatra World Inc.



By:  /s/  Cleopatra World Inc.
     -----------------------------------
          Cleopatra World Inc.

                                                   [NUOINLTD\AGR:CLEOWSUB.AGR]-6

<PAGE>


                                  SCHEDULE "1"

                                     to the
                                    Agreement
                              Dated October 2, 1996



                                    THE LEASE

                                                   [NUOINLTD\AGR:CLEOWSUB.AGR]-6