EXHIBIT 10.153
AGREEMENT DATED OCTOBER 2, 1996 BETWEEN
NUOASIS INTERNATIONAL, INC.
AND CLEOPATRA WORLD, INC.
NuOasis International Inc.
00 Xxxxxxxxx Xxxxxx, Xxx X-0000 (Diamond) Nassau, Bahamas
Telephone (000) 000-0000 (Diamond) Facsimile (000) 000-0000
October 2, 1996
Board of Directors
CLEOPATRA WORLD INC.
Xxx 0000, Xxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
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$3,000,000, to be held by
the Owner as a Security Deposit.
Based upon these facts and the representations contained herein, we
agree as follows:
1. NuOasis to Provide Security Deposit
Upon acceptance of this Agreement by Cleopatra World NuOasis will
deposit the Hartcourt Shares with Owner to satisfy the Security Deposit
set forth under the Lease.
2. Issuance of Additional Shares
Upon deposit of the Hartcourt Shares by NuOasis as set forth herein
Cleopatra World will issue and deliver to NuOasis shares of its capital
stock equal in number to not less than fifty percent (50%) of the total
issued and outstanding share capital of Cleopatra World at such date
but giving effect to the transaction contemplated by this Agreement.
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3. In connection with this proposal, and as an inducement to NuOasis to
provide the aforementioned Security Deposit, Cleopatra World confirms
that:
A. The Cleopatra World Shares, when delivered, will be free and
clear of liens, claims and encumbrances; Cleopatra World has
all necessary right and power to enter into this Agreement
and to cause such issuance of the Cleopatra World Shares to
NuOasis as contemplated herein; and, any necessary
shareholder approval of Cleopatra World's shareholders will
be obtained prior to Closing.
B. Cleopatra World is duly organised, validly existing, and in
good standing under the laws of the British Virgin Islands
and that the Lease is in full force and effect.
C. The capitalization of Cleopatra World is, as of the date
hereof, comprised of 50,000 shares of authorized common
stock, US$.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.
00 Xxxxxxxxx Xxxxxx, Xxx X-0000
Nassau, Bahamas
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
To Cleopatra World: Cleopatra World Inc.
Xxx 0000, Xxxx Xxxx
Xxxxxxx, Xxxxxxx Xxxxxx Xxxxxxx
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With copy to: Cleopatra Palace Ltd.
Xxxx 0, Xxxxxxxxx Xxxxx
00 Xxxxxxxxx Xxxxxxxx
Xxxxxx XX00 0XX, XXXXXXX
Telephone: x00-000-000-0000
Facsimile: x00-000-000-0000
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
SCHEDULE "1"
to the
Agreement
Dated October 2, 1996
THE LEASE
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