EXHIBIT 10.154
NuOasis International Inc.
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Nassau, Bahamas
Telephone:(▇▇▇) ▇▇▇-▇▇▇▇ Facsimile:(▇▇▇) ▇▇▇-▇▇▇▇
January 27, 1997
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CLEOPATRA PALACE LIMITED
▇/▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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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 ▇▇▇▇ at BFO to be released as collateral for the
$300,000 loan by BFO to CPL in 1996.
[NUOINTL\CORR:CPLAMEND]-3
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January 27, 1997
Page 2
5. CPL will execute a Casino Management Agreement with ▇▇▇▇ 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/ ▇▇▇▇ ▇. ▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇
ACCEPTED AND AGREED TO
THIS 7th DAY OF OCTOBER 1997
Cleopatra Palace Limited
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
