SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          THE HARTCOURT COMPANIES INC.
             (Exact name of Registrant as specified in its charter)

                                      UTAH
         (State or other jurisdiction of incorporation or organization)

                                   87-0400541
                        (IRS Employer Identification No.)

              2049 Century Park East, Los Angeles, California 90067
          (Address of Principal Executive Offices, including ZIP Code)

        Advisory Agreement and 1999 Stock Plan with NuVen Advisors, Inc.
                 and The Hartcourt Companies Inc., respectively
                            (Full title of the plan)

  Dr. Alan V. Phan, 2049 Century Park East, Suite 3760 , Los Angeles, CA 90067
                     (Name and address of agent for service)

                                 (310) 788-2634
          (Telephone number, including area code, of agent for service)

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         1

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                                         Proposed               Proposed
                                                          Maximum               Maximum            Amount of
   Title of Securities       Amount of Shares            Offering              Aggregate         Registration
    to be Registered         to be Registered       Price Per Share(1)     Offering Price(1)          Fee
-----------------------      ----------------       ------------------     -----------------     ------------
<S>                          <C>                    <C>                    <C>                   <C>

$.01 par value
Common Stock                 1,000,000              $.50                   $500,000              $139.00

$.01 par value
Common Stock                   100,000              $.50                   $ 50,000              $ 13.90
                             ----------------       ------------------     -----------------     ------------
                   TOTALS    1.100,000                 N/A                 $550,000              $152.90
                             ================                              =================     ============

</TABLE>

(1)      This  calculation  is made solely for the purposes of  determining  the
         registration  fee pursuant to the  provisions  of Rule 457(h) under the
         Securities  Act and is  calculated on the basis of the par value of the
         common  stock since there is no quotation by any market or exchange and
         the Common Stock is not reported on the OTC Bulletin Board.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                      2

<PAGE>

                                   PROSPECTUS

                          THE HARTCOURT COMPANIES INC.
                             2049 Century Park East
                          Los Angeles, California 90067
                                 (310) 788-2634

                       (1,100,000 SHARES OF COMMON STOCK)

         This  Prospectus  relates  to the  offer  and  sale  by  The  Hartcourt
Companies Inc., a Utah corporation  (the  "Company"),  of shares of its $.01 par
value per share  common  stock (the  "Common  Stock") to certain  employees  and
advisors  (the  "Employees")  pursuant  to the  Company's  1999  Stock  Plan and
agreements entered into between the Company and certain  Employees.  The Company
is   registering   hereunder  and  then   issuing,   upon  receipt  of  adequate
consideration  therefor,  to the Employees and professional  advisors  1,100,000
shares of Common Stock in  consideration  for services to be performed under the
respective agreements.

         The Common Stock is not subject to any restriction on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares  registered  hereunder,  there are 1,000,000  shares being registered for
affiliates of the Company.  An affiliate is summarily,  any director,  executive
officer or controlling shareholder of the Company or anyone of its subsidiaries.
An  "affiliate"  of the  Company is subject to Section  16(b) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"). If an Employee who is not
now an "affiliate" becomes an "affiliate" of the Company in the future, he would
then be subject to Section 16(b) of the Exchange Act. (See "General  Information
- Restrictions on Resales").

                  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                  A CRIMINAL OFFENSE.

                  The date of this Prospectus is March 18, 1999

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         3

<PAGE>

         This Prospectus is part of a Registration Statement which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written  or oral  request.  Requests  should  be  addressed  to:  The  Hartcourt
Companies Inc.,  2049 Century Park East, Los Angeles,  California  90067,  (310)
788-2634.

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the  prescribed  rates.  The Company's  stock has been traded on the
over-the-counter  market  since 1994 and is  currently  reported by the National
Quotation Bureau Electronic Bulletin Board.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         4

<PAGE>

                                TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus ......................6

Item 1.  Plan Information..................................................6

         General Information...............................................6
                  The Company..............................................6
                  Purposes.................................................6
                  General Plan Information.................................6
                  Securities to be Offered.................................7
                  Employees Who May Participate in the Plan................7
                  Purchase of Securities Pursuant to the Plan on Payment
                  for Securities Offered ..................................7   
                  Amendments and Termination...............................8
                  Registrant Information and Employee Plan Annual
                  Information .............................................8
                  Common Stock.............................................8
                  The Employees............................................8
                  No Restrictions on Transfer..............................8
                  Tax Treatment to the Employees...........................8
                  Tax Treatment to the Company.............................9
                  Restrictions on Resales..................................9

Documents Incorporated by Reference and Additional Information.............10

Item 2.  Registrant Information and Employee Plan Annual Information.......10
                  Legal Opinion and Experts................................10
                  Indemnification of Officers and Directors................10

Information Required in the Registration Statement.........................11

Item 3.  Incorporation of Documents by Reference...........................11

Item 4.  Description of Securities.........................................11

Item 5.  Interests of Named Experts and Counsel............................11

Item 6.  Indemnification of Directors and Officers.........................11

Item 7.  Exemption from Registration Claimed...............................12

Item 8.  Exhibits..........................................................12

Item 9.  Undertakings......................................................12

Signatures . . . . . . . . ................................................15

Exhibit Index . . . . .....................................................16

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         5

<PAGE>

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.                   Plan Information

GENERAL INFORMATION

The Company

         The Company has its  principal  executive  offices at 2049 Century Park
East, Suite 3760, Los Angeles,  California 90067,  where its telephone number is
(310) 788-2634.

Purposes

         The Common Stock to be issued by the Company to certain  Employees will
be  issued  pursuant  to the  Company's  1999  Stock  Plan (the  "Plan")  and an
agreement  entered into between NuVen  Advisors Inc.  ("NuVen") and the Company,
which the Plan and agreement have been approved by the Board of Directors of the
Company  (the  "Board of  Directors").  The Plan is intended to provide a method
whereby the Company can induce greater personal involvement of the Employees and
NuVen in the Company's future prosperity, thereby advancing the interests of the
Company, and all of its shareholders. Copies of the agreements and the Plan have
been filed as exhibits to this Registration Statement.

General Plan Information

         The Company's board of directors (the "Board") has adopted a stock plan
for its employees and others entitled the Plan.  Pursuant to the Plan, the Board
can authorize the issuance of up to an aggregate of One Million shares of Common
Stock of the Company over a maximum of a one year period, although the Board may
shorten this period.

         The Board  adopted the Plan on February 17, 1999.  The Plan is intended
to aid the Company in maintaining  and  continuing its  development of a quality
management team, in attracting  qualified employees,  consultants,  and advisors
who can contribute to the future  success of the Company,  and in providing such
individuals  with an  incentive  to use their best efforts to promote the growth
and profitability of the Company.

         The Plan is not subject to the  provisions  of the Employee  Retirement
Income Security Act of 1974, as amended  ("ERISA"),  nor qualified under Section
401(a)  of  the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of  shareholders.  The term each Board member
serves is therefore one year. If an annual  meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         6

<PAGE>

         As ultimate  administrators  of the Plan, the Board should be contacted
with requests for  additional  Plan  information.  Alternatively,  the Board may
appoint a committee to administer  the Plan  (hereinafter  the Board or its duly
authorized  committee  shall be  referred  to as "Plan  Administrators").  As no
committee has been  authorized  by the Board,  the current Board members are the
Plan  Administrators.  This group  includes Dr. Alan V. Phan,  Frederic Cohn and
Leonard J. Roman. The address of the Board is c/o the Company,  2049 Centra Park
East, Suite 3760, Los Angeles, CA 90067; telephone: (310) 788-2634.

         In the event a vacancy in the Board  arises,  the vote of a majority of
remaining directors may select a successor,  or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such  vacancy.  Board  members  may  be  removed  from  office  by the  vote  of
shareholders  representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal.  Plan  Administrators  who are not Board members can be
removed or appointed  at any time for any reason by the  majority  vote of Board
members.

         The Plan Administrators shall interpret the Plan (which  interpretation
is binding on the  participants  absent  demonstrable  error),  determine  which
employees  or others  shall  receive  shares,  decide  the  number of shares and
establish  other terms of the options not already  established  in the Company's
Plan. Information concerning changes in the Plan Administrators will be provided
in the future either in the Company's proxy statements, annual or other reports,
or in amendments to this document.

Securities to be Offered

         The Plan and  agreement  provides  for the issuance of a maximum of One
Million One Hundred Thousand  (1,100,000)  shares of Common Stock to be granted.
The  number of shares of Common  Stock  issuable  under the Plan is  subject  to
adjustment  in the event of changes in the  outstanding  shares of Common  Stock
resulting from stock dividends, stock splits, or recapitalizations.

Employees Who May Participate in the Plan

         The Board shall determine which of the Company's employees are eligible
to receive shares as compensation  under the Plan. The term "Employee"  includes
any employee,  director, officer, or consultant or advisor of the Company or any
of its  subsidiaries,  provided  that bona fide  services  shall be  rendered by
consultants  and advisors and such services  must not be in connection  with the
offer or sale of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan  Administrators  shall determine which employees shall receive
shares under the Plan.  The Plan is not subject to ERISA and the  securities are
being issued by the Company and not  purchased on the open market or  otherwise.
Shares  issued  under  the Plan  shall be  issuable  as  determined  by the Plan
Administrators.

         The  shares  of  Common  Stock  subject  to the  Plan  are  subject  to
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued  and  outstanding  shares of Common  Stock as a
result of a stock split, consolidation,  or other recapitalization.  Options, if
any, and all other interests under the Plan shall be non-transferable, except by
means of a will or the laws of descent and distribution.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         7

<PAGE>

Amendments and Termination

         The  Plan  may be  abandoned  or  terminated  at any  time by the  Plan
Administrators  except with  respect to any shares  then issued and  outstanding
under the Plan.  The Plan shall  otherwise  terminate on the earlier of the date
that is five  years  from the date  first  appearing  in the Plan or the date on
which the  one-millionth  share is either  issued under the Plan or on which the
one-millionth  share is deregistered on a  post-effective  amendment on Form S-8
filed with the Securities and Exchange  Commission (the "SEC"). No shares may be
issued under the terms of the Plan after the Plan has been terminated. The Board
may alter or amend the Plan only once during any six (6) month period, except as
to comply with changes to the Code. No  termination,  suspension,  alteration or
amendment  may  adversely  affect the rights of an employee  entitled to receive
shares under the Plan without the consent of that Employee.

Registrant Information and Employee Plan Annual Information

         The Company will provide to any Employee  upon request a copy,  without
charge,  of the Company's  periodic  reports  filed with the SEC,  including its
latest annual  report on Form 10-KSB and its  quarterly  reports on Form 10-QSB.
The Company will also provide any Employee  upon written or oral request a copy,
without charge, of the documents  incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement.  Requests for such information should be
directed to the Company at 2049 Century Park East,  Suite 3670, Los Angeles,  CA
90067.

Common Stock

         The Board has authorized the issuance of up to 1,100,000  shares of the
Common  Stock to the  Employees  and  upon  effectiveness  of this  Registration
Statement.

The Employees

         The Employees have agreed to provide their  expertise and advice to the
Company for the purposes set forth in their agreements with the Company.

No Restrictions on Transfer

         The  Employees  will  become the record  and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Employees

         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The Employees,  therefore, will be required for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  absent  a  specific  contractual  provision  to the  contrary  the
Employees will receive  compensation taxable at ordinary rates equal to the fair
market  value  of the  shares  on the date of  receipt  since  there  will be no
substantial risk of forfeiture or other restrictions on transfer.  The Employees
are urged to consult each of their tax advisors on this matter.  Further, if any
recipient is an "affiliate", Section 16(b) of the Exchange Act is applicable and
may affect the issue of taxation.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         8

<PAGE>

Tax Treatment to the Company

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance with the foregoing  discussion  will be an expense  deductible by the
Company for  federal  income tax  purposes  in the  taxable  year of the Company
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
Company's  Common Stock issued  hereunder to affiliates is equal to the value of
services  rendered.  Shares of the Company's Common Stock acquired  hereunder by
persons other than  affiliates  are not subject to Section 16(b) of the Exchange
Act.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         9

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended  December 31, 1997,  filed pursuant to Section 13
of the Exchange Act, (ii) any and all Quarterly  Reports and Current  Reports on
Forms  10-Q (or  10-QSB or 8-K)  filed  under the  Securities  or  Exchange  Act
subsequent to the filing of the Company's Annual Report on Form 10-K (or 10-KSB)
for the fiscal year ended  December 31, 1997, as well as all other reports filed
under  Section 13 of the Exchange Act, and (iii) its annual  report,  if any, to
shareholders  delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further  documents filed by the Company pursuant to Section 13, 14, or 15(d)
of the Exchange Act prior to the  termination  of this offering are deemed to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.

Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed to: The Hartcourt  Companies  Inc.,  2049 Century Park East,
Los Angeles, California 90067; (310) 788-2634.

Legal Opinion and Experts

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities being registered.  Mr. Weed is not an "affiliate" of the Company.  He
does not currently own any shares of the Company's common stock.

         The financial  statements of The Hartcourt Companies Inc.  incorporated
by reference in this  Prospectus  for the year ended December 31, 1997 have been
audited by Harlan & Boettger, LLP, independent certified public accountants,  as
set forth in their report incorporated herein by reference, and are incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        10

<PAGE>

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.                   Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which de-registers all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

                  (a) Registrant's latest Annual Report,  whether filed pursuant
         to Section 13(a) or 15(d) of the Exchange Act;

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
         of the  Exchange Act since the end of the fiscal year covered by annual
         report referred to in (a), above; and

                  (c) The latest  prospectus filed pursuant to Rule 424(b) under
         the Securities Act.

Item 4.                   Description of Securities

         No  description  of the class of  securities  (i.e.  the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.                   Interests of Named Experts and Counsel

         Mr. Weed has not nor does he presently  own any shares of the Company's
common stock.

Item 6.                   Indemnification of Directors and Officers

         Article VII,  Section 1 of the Company's  Bylaws limit the liability of
any officer or Director and permit the Company to indemnify  its  directors  and
officers as follows:

         "No officer or Director shall be personally  liable for any obligations
         of the corporation or for any duties or obligations  arising out of any
         acts or conduct of said officer or director  performed for or on behalf
         of the corporation. The corporation shall and does hereby indemnify and
         hold  harmless each person and his heirs and  administrators  who shall
         serve at any time hereafter as a Director or officer of the corporation
         from and against any and all claims, judgments and liabilities to which
         such persons shall become subject by reason of his having heretofore or
         hereafter been a Director or officer of the corporation or by reason of
         any  action  alleged  to have been  heretofore  or  hereafter  taken or
         omitted  to have been taken by him as such  Director  or  officer,  and
         shall  reimburse  each such person for all legal and all other expenses
         reasonably  incurred  by him in  connection  with  any  such  claim  or
         liability,  including  power to defend  such  person  from all suits or

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        11

<PAGE>

         claims  as  provided  for  under the  provisions  of the Utah  Business
         corporation  Act;  provided,  however,  that no such  person  shall  be
         indemnified  against,  or be  reimbursed  for, any expense  incurred in
         connection  with  any  claim  or  liability  arising  out  of  his  own
         negligence  or willful  misconduct.  The rights  accruing to any person
         under the  foregoing  provisions  of this section shall not exclude any
         right to which he may lawfully be entitled,  nor shall anything  herein
         contained  restrict  the  right  of the  corporation  to  indemnify  or
         reimburse such person in any proper case, even though not  specifically
         herein  provided  for.  The  corporation,   its  directors,   officers,
         employees  and agents shall be fully  protected in taking any action or
         making any payment, or in refusing so to do in reliance upon the advice
         of counsel."

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  (a)  The  following   exhibits  are  filed  as  part  of  this
         registration  statement  pursuant to Item 601 of Regulation S-B and are
         specifically incorporated herein by this reference:

         Exhibit No.      Title

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion  of  Richard O. Weed regarding the legality of
                          the securities registered.
         6.               Not required.
         7.               Not required.
         8.               Not required.
         9.               Not required.
         10.              A.        Agreement with NuVen Advisors Inc.(1)
                          B.        The Hartcourt Companies Inc. 1999 Stock Plan
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.
         24.1             Consent  of   Richard  O.  Weed,  special  counsel  to
                          registrant,  to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and  to  the references to him in the Prospectus filed
                          as a part hereof.
         24.2             Consent of Harlan & Boettger, LLP

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        12

<PAGE>

         Exhibit No.      Title

         25.              Not applicable.
         26.              Not applicable.
         27.              Not applicable.
         28.              Not applicable.
         29.              Not applicable.

Item 9.                   Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

         Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement to:

                  (i)     include  any prospectus required by Section 10 (a) (3)
                          of the Securities Act;

                  (ii)    reflect in the  prospectus any facts or events arising
                          after the effective date of the registration statement
                          (or the most recent post-effective  amendment thereof)
                          which, individually or in the aggregate,  represents a
                          fundamental change in the information set forth in the
                          registration statement;

                  (iii)   include any material  information  with respect to the
                          plan of distribution  not previously  disclosed in the
                          registration  statement or any material change to such
                          information in the registration statement;

                  provided,  however, paragraphs (i) and (ii) shall not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  paragraphs are  incorporated  by reference
                  from periodic  reports filed by the registrant  small business
                  issuer under the Exchange Act.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities   Act,   each   post-effective   amendment  to  the
                  registration   statement   shall  be   deemed   to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        13

<PAGE>

         (4)      To deliver or cause to be delivered  with the  prospectus,  to
                  each  person  to whom the  prospectus  is sent or  given,  the
                  latest annual report to security  holders that is incorporated
                  by reference in the prospectus  and furnished  pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
                  Securities  Exchange Act of 1934; and, where interim financial
                  information require to be presented by Article 3 of Regulation
                  S-X is not set forth in the prospectus,  to deliver,  or cause
                  to be delivered to each person to whom the  prospectus is sent
                  or given,  the latest  quarterly  report that is  specifically
                  incorporated  by reference in the  prospectus  to provide such
                  interim financial information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        14

<PAGE>

                                   SIGNATURES



         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the City of Los Angeles,  State of  California on the 10th day of
March, 1999.

                                        The Hartcourt Companies Inc.
                                        (Registrant)

                                        By:  /s/  Dr. Alan V. Phan
                                             ----------------------------------
                                                  Dr. Alan V. Phan, President

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

Signatures               Title          Date
---------------------    --------       ----------------
/s/  Dr. Alan V. Phan    Director       March 10, 1999
---------------------
     Dr. Alan V. Phan

/s/  Leonard J. Roman    Director       March 10, 1999
----------------------
     Leonard J. Roman

/s/  Frederic Cohn       Director       March 10, 1999
----------------------
     Frederic Cohn

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        15

<PAGE>

<PAGE>

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit
Number in
Registration                                                            Numbered
Statement           Description                                            Page
------------        --------------------------------------------------- --------
5.                  Opinion of Counsel                                     17
10.                 A.   Advisory Agreement with NuVen Advisors Inc.(1)    20
                    B.     The Hartcourt Companies Inc. 1999 Stock Plan    27
24.1                Consent of Richard O. Weed to Use of Opinion           30
24.2                Consent of Harlan & Boettger, LLP                      31

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        16

<PAGE>

                                   EXHIBIT 5.

                               OPINION OF COUNSEL



                                  ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

WRITER'S DIRECT NUMBER
      (714) 475-9086

                                 March 10, 1999

Board of Directors
The Hartcourt Companies Inc.
2049 Century Park East
Los Angeles, California 90067

         Re:  Form S-8 Registration Statement Opinion of Counsel

Gentlemen:

         I have acted as a special  counsel for The Hartcourt  Companies  Inc. a
Utah  corporation  (the "Company") in connection with the preparation and filing
with the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
Securities Act of 1933, as amended,  (the "Act") of a registration  statement on
Form S-8 (the  "Registration  Statement"),  relating  to the  offer  and sale of
1,100,000  shares of  Common  Stock,  $.01 par value  (the  "Common  Stock")  to
employees of the Company,  in  consideration  for services  performed  and to be
performed  on behalf of the Company  under the terms and  conditions  of certain
agreements (the "Agreements").

         As special  counsel for the  Company,  I have  examined  the  Company's
articles of  incorporation,  bylaws,  minute book,  and certain other  corporate
records.  For the purpose of the opinions  expressed below, I have also examined
the  Registration  Statement  on Form S-8 to be filed  with the  Securities  and
Exchange  Commission under the Securities Act of 1933, as amended,  covering the
Common Stock in this offering.

         In arriving at the opinions set forth below, I have examined and relied
upon originals or copies,  certified or otherwise identified to my satisfaction,
of corporate  records  (including the Registration  Statement with its exhibits)
provided by the officers of the Company. I have made such  investigations of law
as I have considered necessary or appropriate as a basis for my opinions.

                                                        [HARTCORT\FS8:MAR1999]-6


<PAGE>

The Hartcourt Companies Inc.
March 10, 1999
Page 18

         My opinions are  qualified in all respects by the scope of the document
examination  and  I  make  no   representation  as  to  the  sufficiency  of  my
investigation  for your  purpose.  I have not made any document  examination  or
rendered any other advice other than as described herein and I at all times have
assumed  and  relied  upon  the  truth  and  completeness  of  the  information,
statements and representations  which have been given by the Company to me. I do
not express any opinion with respect to the completeness,  adequacy, accuracy or
any other aspect of the financial  statements  incorporated  by reference in the
Registration Statement.

         In  rendering  this  opinion,  I have  assumed,  without  independently
verifying such  assumptions,  and this opinion is based and conditioned upon the
following:  (i) the genuineness of the signatures on and the  enforceability  of
all instruments, documents and agreements examined by me and the authenticity of
all documents  furnished for my  examination  as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly  executed on or as of the date stated and that  execution and delivery
was  duly  authorized  on the part of the  parties  thereto;  (iii)  each of the
foregoing  certificates,   instruments  and  documents  being  duly  authorized,
executed and delivered by or on behalf of all the  respective  parties  thereto,
and such  instruments  and documents being legal,  valid binding  obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the  documents  received  from  the  State of  Utah;  and (vi) The  Hartcourt
Companies  Inc.  will be  operated in  accordance  with the terms of its charter
documents and the laws of the State of Utah and the terms of the  instruments or
documents referred to above.

         Based upon the foregoing, I am of the opinion that:

         1. The Company has been duly  incorporated and is validly existing as a
corporation  in  good  standing  under  the  laws  of the  State  of  Utah,  the
jurisdiction of its incorporation.

         2.  The  terms  and  provisions  of the  Common  Stock  conform  to the
description thereof contained in the Registration Statement, and the form of the
stock certificates used to evidence the Common Stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the Common Stock.

         3. Based upon the foregoing,  I am of the opinion that the issuance and
the sale of the  shares  of  Common  Stock in this  offering  has been  duly and
validly authorized, and subject to compliance with the provisions of the written
agreements,  the Common Stock issuable under the Agreements will duly authorized
and validly issued as fully paid and non-assessable shares of Common Stock.

         I am admitted to practice in the State of  California  and the State of
Texas. I am not admitted to practice in Utah, the state of  incorporation of the
Company, or in any other jurisdictions other than California and Texas, in which
the Company may own property or transact  business.  My opinions herein are with
respect to federal law only and, to the extent my opinions  are derived from the
laws of other  jurisdictions,  are based  upon an  examination  of all  relevant
authorities and the documents  referenced herein and are believed to be correct.
However,  except for pending  litigation or claims matters,  I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions.  No opinion is  expressed  upon any  conflict of law  issues.  My
opinions are qualified to the extent that enforcement of rights and remedies are

                                                        [HARTCORT\FS8:MAR1999]-6

<PAGE>

The Hartcourt Companies Inc.
March 10, 1999
Page 19

subject to bankruptcy,  insolvency, fraudulent conveyance, moratorium, and other
laws of general  application  or equitable  principles  affecting the rights and
remedies  of  creditors  and  security  holders  and  to  the  extent  that  the
availability  of the remedy of specific  performance or of injunctive  relief is
subject  to the  discretion  of the court  before  which any  proceeding  may be
brought.

         This  opinion is limited to matters  existing  as of this date,  and no
responsibility  is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

         This  opinion  is  furnished  by me to you as special  counsel  for the
Company  and it is solely  for your  benefit.  This  opinion  is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any purpose,
other than as set forth in my written consent.

                                        Very truly yours,

                                        /s/  Richard O. Weed
                                        ---------------------------------------
                                             Richard O. Weed

                                                        [HARTCORT\FS8:MAR1999]-6


<PAGE>

                                  EXHIBIT 10-A

                   ADVISORY AGREEMENT WITH NuVEN ADVISORS INC.



                               NuVEN ADVISORS INC.
                          4001 South Decatur, Suite 399
                               Las Vegas, NV 89103
              Telephone: (702) 871-9080; Facsimile: (702) 875-5945

                                February 8, 1999

Dr. Alan Phan
The Hartcourt Companies Inc.
2049 Century Park East, Suite 3760
Los Angeles, CA 90067

         RE:      Restructure of The Hartcourt Companies Inc. ("HRCT")

Dear Alan:

The purpose of this  letter is to finalize  the  negotiations  expressed  in the
various letters and our meetings regarding the restructuring of HRCT through (a)
the formation of a new subsidiary, Enova Holdings Inc. ("Enova"), into which (b)
the equity  investments of HRCT's two (2) active  subsidiaries  and indebtedness
assumed or guaranteed by HRCT, if any, shall be assigned,  (c) the  distribution
or Spinoff (as  defined  below) of the shares of Enova owned by HRCT to the HRCT
shareholders,  followed  by (d)  the  "acquisition"  by  assignment  to  HRCT by
CyberAmerica  Corporation ("CYAA") of the Share Purchase Agreement dated October
21, 1998 and acceptable  extension (the "Internet  Agreement")  between CYAA and
the shareholders of the Chinese  corporation which owns 90% of the joint venture
enterprise  described  in the  Internet  Agreement  as the  "Internet  Company".
Collectively, steps (a) through (c) are referred to as the "Restructuring",  and
step (d) is referred to as the "Initial Business Acquisition."

With this as background, this letter, when countersigned below, will confirm and
memorialize our  understanding  and agreement  ("Agreement") by and among NuVen,
HRCT and  yourself  to  enter  into a  series  of  transactions  to  effect  the
Restructuring and the Initial Business Acquisition,  all upon and subject to the
following terms and conditions:

1.       Engagement

         HRCT  hereby  retains  NuVen  to act  as  advisor  to  assist  HRCT  in
         connection  with  the  proposed   Restructuring  and  Initial  Business
         Acquisition.

         To  effect  the   Restructuring,   NuVen  will  prepare   transactional
         documentation,   offering   circular(s),   explanatory   or  disclosure
         statement(s),   and  notices  or  periodic   reports  pursuant  to  the
         Securities  Act of  1933,  as  amended  (the  "Securities  Act") or the
         Securities  Exchange Act of 1934 (the "Exchange  Act") to be filed with
         the Securities and Exchange Commission (the "Commission") pertaining to
         the  Restructuring,  such  documents  being  identified  in paragraph 2
         herein (collectively referred to as the "Restructuring Documents").

                                                        [HARTCORT\FS8:MAR1999]-6



<PAGE>

Dr. Alan Phan
February 8, 1999
Page 21

         As part of the  Restructuring,  based upon the information  provided by
         HRCT, NuVen will prepare the transactional  documentation to effect the
         transfer of all of HRCT's  assets,  excluding the equity  investment in
         Hartcourt Investments Inc. ("HII"), into Enova, and the distribution of
         all of the  Enova  shares  to the HRCT  shareholders  of  record on the
         Spinoff  Date (as  defined  herein) on a basis  which will  effectively
         result in each current HRCT shareholder  receiving 1 share of Enova for
         each four (4) shares of HRCT (the "Spinoff").

2.       The Restructuring, Spinoff and Initial Business Acquisition

         NuVen's services shall consist of preparing the Restructuring Documents
         and  assisting  HRCT to effect the  Restructuring,  Spinoff and Initial
         Business Acquisition as follows:

         A.       The Restructuring Documents

                  (i)      The  preparation  and filing with the state of Nevada
                           Articles  of   Incorporation   of  a  new  subsidiary
                           ("Enova");  the  Share  Purchase  Agreements  through
                           which the  single  issued  and  outstanding  share of
                           Enova is acquired by HRCT,  and all of the issued and
                           outstanding  shares of High Technology  Manufacturing
                           Inc. ("ECS") and  Environmental  Control & Filtration
                           System,  conducted through Pego Systems Inc. ("Pego")
                           shall be  transferred  to Enova in exchange for which
                           HRCT  shall  receive  4,938,093  shares of Enova (the
                           "Enova  Shares"),  an amount equal to the  19,754,381
                           shares of common stock of HRCT  currently  issued and
                           outstanding, divided by four (4);

                  (ii)     a Distribution  Agreement to spinoff the Enova Shares
                           to HRCT's current  shareholders  of record  effective
                           the record  date,  which shall be  February  28, 1998
                           (the "Spinoff Date"). The Spinoff of the Enova Shares
                           will be carried out as a distribution  or dividend to
                           HRCT's  shareholders  so that each Enova  shareholder
                           will  also  retain  his/her/its  original  number  of
                           shares of HRCT held as of the Spinoff Date;

                  (iii)    a Distribution Agreement to Spinoff the shares of HII
                           to the HRCT shareholders as of the Spinoff Date, with
                           such  distribution  of shares of HII to occur  within
                           180 days following the filing of HRCT's annual report
                           on Form 10-KSB for the year ended December 31, 1998;

                  (iv)     an Exchange Agreement between Enova and Dr. Alan Phan
                           ("Phan")  pursuant  to which Phan will  exchange  his
                           shares of HRCT preferred  stock for the same class of
                           shares  of  preferred  stock of  Enova  with the same
                           rights and privileges;

                  (v)      an initial draft of an Offering  Circular on Form 1-A
                           for Enova; and,

                  (vi)     a Registration Statement on Form 10-SB for Enova.

                                                        [HARTCORT\FS8:MAR1999]-6

<PAGE>

Dr. Alan Phan
February 8, 1999
Page 22

         B.       The Initial Business Acquisition

                  Effective the Spinoff Date, NuVen will cause CYAA to assign to
                  HRCT its rights under the Internet  Agreement  and  acceptable
                  extension of terms,  a copy of which  together  with all other
                  due diligence materials in NuVen's possession (which have been
                  previously  made  available  and reviewed by HRCT  (authorized
                  representatives)  shall be  delivered  to HRCT  simultaneously
                  with HRCT's execution hereof.

3.       New Board of Directors

         If the  Restructuring  Documents  and the  assignment  of the  Internet
         Agreement are delivered to HRCT on or before March 3, 1999 (the "Cutoff
         Date"),  HRCT agrees to cause its current  Board of Directors to become
         the Board of Directors of Enova and simultaneously  resign as directors
         of HRCT in  favor  of  directors  appointed  by the  management  of the
         Chinese Internet Co., or their designees.

         Simultaneously  with the  resignation of the Board of Director of HRCT,
         the new Board of Directors will assume responsibility for all financial
         and regulatory reporting required of HRCT,  specifically Form 10-KSB at
         December 31, 1998 and any other  reports  required to be filed from the
         date of their appointment forward; any and all filings by HRCT prior to
         the date of appointment of the new Board of Directors ("Prior Reports")
         shall remain the  responsibility of the present or those HRCT directors
         executing such Prior Reports.

4.       Information on HRCT

         In connection with NuVen's activities hereunder,  HRCT acknowledges and
         agrees  to (a)  allow  NuVen to use and rely on all  information  on or
         about HRCT in the public  domain,  and on  information  available  from
         generally   recognized   public   sources,   in  the  drafting  of  the
         Restructuring  Documents (the "HRCT  Information");  (b) that NuVen has
         not and cannot  independently  verify same,  and (c) release NuVen from
         any   responsibility   for  the  accuracy  or   completeness   of  HRCT
         Information.

5.       Retained Interest of Current HRCT Shareholders

         NuVen will cause the  assignment of the Internet  Agreement and HRCT on
         or before the Cutoff  Date.  Provided  the tender of the  Restructuring
         Documents and the  Litigation  Settlement  have  occurred  prior to the
         Termination  Date (as  defined  herein),  and that (a)  closing  on the
         purchase of the Internet  Company will not require HRCT to issue shares
         so as to dilute the HRCT  shareholders of record as of the Spinoff Date
         by more than ninety  percent (90%) and will retain at least ten percent
         (10%) of the HRCT common  stock issued and  outstanding  give effect to
         such  acquisition (the "Retained  Interest");  and (b) the new board of
         directors of HRCT will distribute at least fifteen percent (15%) of the
         shares of HII to the HRCT  shareholders  of record on the Spinoff Date,
         upon tender of the Internet Agreement,  it agrees to take all corporate
         action to acquire the Internet Company.

                                                        [HARTCORT\FS8:MAR1999]-6

<PAGE>

Dr. Alan Phan
February 8, 1999
Page 23

6.       Term

         Unless  extended by mutual written  agreement,  this Agreement shall be
         effective  the date NuVen first  began  assisting  HRCT  related to the
         Restructuring  and the Spinoff,  and shall  terminate on March 15, 1999
         (the "Termination Date").

7.       Compensation

         for the services provided by NuVen pursuant to this Agreement

         Provided  that  NuVen  delivers  the  Restructuring  Documents  and the
         assignment of the Internet Agreement on or before the Cutoff Date, HRCT
         shall pay  NuVen a fee by way of the  issuance  by HRCT of One  Hundred
         Thousand  (100,000)  shares of HRCT's  common stock (the "Fee"),  to be
         paid in cash or shares of HRCT  common  stock,  with such  shares to be
         registered as set forth herein.

8.       Registration of Shares

         No later than thirty (30) days following the Spinoff, the shares issued
         to satisfy the Fee shall be  registered  by action of the then standing
         Board of  Directors  of HRCT  with the  Commission  under a Form S-8 or
         other applicable registration statement.

9.       Costs and Expenses

         All third  party and  out-of-pocket  expenses  incurred by NuVen in the
         preparation of the Restructuring  Documents shall be paid by NuVen. All
         costs and  expenses  incurred by HRCT up to and  including  the Spinoff
         Date shall be paid by HRCT.

10.      No Agency Express or Implied

         This Agreement  neither  expressly nor impliedly creates a relationship
         of principal and agent between HRCT and NuVen, or employee and employer
         as between NuVen's Personnel and HRCT.

11.      Confidentiality and Non-Circumvention

         HRCT agrees that non-public information concerning the finances, plans,
         strategies,  and overall business  operations of the Internet Agreement
         and  the  Internet   Company,   the  language  and   structure  of  the
         Restructuring  Documents,  and that the  documentation and structure of
         the Spinoff  provided by NuVen, is highly  confidential and proprietary
         to NuVen ("Confidential Information").

         HRCT  acknowledges  that such  Confidential  Information  represents  a
         legitimate, valuable, and protectable interest of NuVen and gives NuVen
         a  competitive  advantage,   which  would  otherwise  be  lost  if  the
         Confidential   Information  was  improperly  disclosed.   HRCT  further
         acknowledges  that  unauthorized  or  improper  disclosure  or  use  of
         Confidential Information would cause NuVen irreparable harm and injury.
         HRCT therefore agrees that, for a period of two (2) years following the
         date  hereof,  it  will  not  disclose  or  threaten  to  disclose  the
         Confidential  Information  except  as  requires  by law to any  person,
         partnership,   company,  corporation,  or  to  any  other  business  or
         governmental  organization  or agency,  as the case may be, without the

                                                        [HARTCORT\FS8:MAR1999]-6

<PAGE>

Dr. Alan Phan
February 8, 1999
Page 24

         express  written  consent of NuVen.  HRCT further  agrees not to use or
         threaten to use the Confidential Information in any way contrary to the
         interests of NuVen.  HRCT further  agrees that all ownership  rights to
         the  Confidential  Information are retained by NuVen, and that no right
         of ownership  shall pass to HRCT by virtue of this Agreement other than
         by payment of the Fee and  acceptance of the assignment of the Internet
         Agreement.

12.      Amendment

         This Agreement may be amended or modified at any time and in any manner
         only by an instrument in writing executed by the parties hereto.

13.      Waiver

         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.

14.      Notices

         Any  notice  or  other  communication  required  or  permitted  by this
         Agreement  must be in writing and shall be deemed to be properly  given
         when  delivered  in  person to an  officer  of the  other  party,  when
         deposited in the United  States mails for  transmittal  by certified or
         registered  mail,  postage  prepaid,  or when  deposited  with a public
         telegraph   company  for   transmittal,   or  when  sent  by  facsimile
         transmission  charges  prepared,  provided  that the  communication  is
         addressed:

         (i)      In the case of HRCT:  The Hartcourt Companies Inc.
                                        2049 Century Park East, #3760
                                        Los Angeles, California 90067
                                        Telephone: (310) 788-2534
                                        Facsimile: (310) 553-1338

         (ii)     In the case of NuVen: NuVen Advisors Inc.
                                        4001 South Decatur, #399
                                        Las Vegas, Nevada  89103
                                        Telephone:        (702) 871-9080
                                        Telefax:          (702) 875-5945

         (iii)    With copy to:         Richard O. Weed
                                        Archer & Weed
                                        4695 MacArthur Court, Suite #530
                                        Newport Beach, CA 92660
                                        Telephone:        (949) 475-7739
                                        Telefax:          (949) 475-7735

                                                        [HARTCORT\FS8:MAR1999]-6

<PAGE>

Dr. Alan Phan
February 8, 1999
Page 25

                  or to such other  person or address  designated  in writing by
                  HRCT or NuVen to receive notice.

15.      Headings

         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.

16.      Governing Law

         This Agreement was negotiated and is being contracted for in the United
         States,  State of California,  and shall be governed by the laws of the
         State of California,  notwithstanding any conflict-of-law  provision to
         the contrary, and the parties hereto mutually agree that any litigation
         arising  hereunder  shall be filed  and  heard by a court of  competent
         jurisdiction in the state of California, County of Orange.

17.      Binding Effect

         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.

18.      Entire Agreement

         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.

19.      Severability

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

20.      Counterparts

         A facsimile,  telecopy,  or other reproduction of 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,  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.  In this event,  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.

                                                        [HARTCORT\FS8:MAR1999]-6

<PAGE>

Dr. Alan Phan
February 8, 1999
Page 26

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date above written.

                                        "NuVen"

                                        /s/  NuVen Advisors, Inc.
                                        ---------------------------------------
                                             NuVen Advisors, Inc.

                                        The "Company"

                                        /s/  The Hartcourt Companies Inc.
                                        ---------------------------------------
                                             The Hartcourt Companies Inc.

                                                        [HARTCORT\FS8:MAR1999]-6

<PAGE>

                                  EXHIBIT 10-B

                  THE HARTCOURT COMPANIES INC. 1999 STOCK PLAN

1.       Purpose of the Plan

         The purpose of The Hartcourt Companies Inc. 1999 Stock Plan ("Plan") is
         to  provide  a means by which  The  Hartcourt  Companies  Inc.,  a Utah
         corporation  ("Company")  may compensate key employees,  advisors,  and
         consultants  by issuing  stock to them in exchange  for services and to
         thereby conserve the Company's cash resources.  In addition, such stock
         ownership  will provide  increased  incentive for such  individuals  to
         render  services  to the  Company in the  future  and to exert  maximum
         effort for the success of the Company's business.

2.       Definitions

         The following definitions apply the provisions of this Plan:

         A.       "Board" means the Company's Board of Directors

         B.       "Common Stock" means the Company's Common Stock

         C.       "Committee"  means  the  Committee  appointed  by the Board in
                  accordance  with paragraph A of Section 3 of this Plan.. If no
                  Committee is appointed, "Committee" refers to the Board.

         D.       "Employee" means any person,  including  officers,  directors,
                  employees,  advisors,  and consultants employed by the Company
                  or any Subsidiary on either a full-time or part-time basis.

         E "Plan" means this 1999 Stock Plan.

         F.       "Share" means a share of Common Stock.

3.       Administration of the Plan

         A.       Procedure.  The board shall administer the Plan. The Board may
                  appoint a Committee  of not less than three (3) Board  members
                  to administer  the Plan,  subject to such terms and conditions
                  as the Board may  prescribe.  Once  appointed,  the  Committee
                  shall  continue  to serve until the Board  otherwise  directs.
                  From time to time,  the Board may increase the Committee  size
                  and  appoint  additional  members,  fill  vacancies,   however
                  caused,  and  remove  all  members  and  thereafter   directly
                  administer  the Plan.  Members of the Committee who are either
                  eligible for Stock under this Plan or have been granted  Stock
                  under  this Plan may vote on any  matters  affecting  the Plan
                  administration or granting any Stock under the Plan;  provided
                  that no such  member  shall act upon the  granting of Stock to
                  himself  or  herself,  but any such  member  may be counted in
                  determining  the  existence of a quorum at any meeting  during
                  which such action is taken.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        27

<PAGE>

         B.       Powers  of  the  Committee.   The  Committee  shall  have  the
                  authority to (i) based on relevant  information,  to determine
                  the fair market value of the Common  Stock;  (ii) to determine
                  the value of the  services  rendered  or to be rendered to the
                  Corporation, (iii) the Employees to whom and the time or times
                  when Common Stock shall be granted and the number of Shares to
                  be issued; (iv) to interpret the Plan; (v) to prescribe, amend
                  and rescind rules and  regulations  relating to the Plan; (vi)
                  to authorize any person to execute on the Company's behalf any
                  instrument required to effectuate a grant of Common Stock; and
                  (vii) to make all other  determinations  deemed  necessary  or
                  advisable for administering the Plan.

         C.       Effect of Committee's Decision. All decisions, determinations,
                  and  interpretations  of the  Committee  shall  be  final  and
                  binding on any and all holders of Common Stock  granted  under
                  the Plan.

4.       Stock Reserved.

         A total of 1,000,000 shares of Class A Common Stock shall be subject to
         the Plan.  Such Shares  shall be unissued or  previously  issued  share
         reacquired and held by the Company.  The 1,000,000  Shares shall be and
         are hereby  reserved for issuance under the Plan. Any such shares which
         remain  unsold when the Plan  terminate  shall cease to be reserved for
         the Plan, but until termination, the Company shall at all times reserve
         a sufficient number of shares to meet the Plan's requirements.

5.       Eligibility

         Common  Stock may be issued  under  this  Plan  only to  Employees  for
         services  rendered  to  the  Company  or on  the  Company's  behalf  as
         determined  by the  Board or the  Committee.  Common  stock  may not be
         issued  under  this  Plan for  services  in  connection  with a capital
         raising  transaction  for the Company.  An Employee who has been issued
         Common Stock under the Plan, if he or she is otherwise eligible, may be
         granted additional Common Stock.

6.       Continuation of Employment

         Neither  the Plan or the  issuance  of any Common  Stock under the Plan
         shall confer upon any  Employee  any right with  respect to  continuing
         employment with the Company, nor shall it interfere in any way with his
         or her right or the Company's  right to terminate his or her employment
         or other position at anytime.

7.       Fair Market Value Limitation

         the board or Committee shall grant the right to receive Common Stock to
         Employees for services  rendered to, or to be rendered to, or on behalf
         of,  the  Company  such  that  the  fair  market  value  of  the  Stock
         approximates  the fair market value of the services.  Determination  of
         fair market value shall be within the business  discretion of the Board
         and/or Committee.

8.       Investment Representation

         Each Employee granted Shares under this Plan shall represent in writing
         that he or she is  acquiring  the  Shares  for  investment  and not for
         resale or to distribute the Shares to the public. Upon demand, delivery
         of such a  representation  prior to the  delivery of any shares  issued
         shall be a condition  precedent to the right of the Employee to receive
         Shares under the Plan.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        28

<PAGE>

9.       Amendments or Termination

         The Board of Directors may amend, alter or discontinue the Plan.

10.      Compliance with Other Laws and Regulations

         The Plan,  the grant,  and  issuance of Shares  under the Plan shall be
         subject to all applicable federal and state laws, rules and regulations
         and to such approvals by the  governmental or regulatory  agency as may
         be required.  The Company shall not be required to issue or deliver any
         certificates  for shares of Common Stock prior to the completion of any
         registration or qualification of such shares under any federal or state
         law, or any ruling or  regulation  of any  governmental  body which the
         Company  shall,  in its sole  discretion,  determine to be necessary or
         advisable.  Further,  it is the  intention of the Company that the Plan
         comply  in all  respects  with  the  provisions  of Rule  16b-3  of the
         Securities and Exchange Act of 1934, as amended.  If any Plan provision
         is found not to be in compliance  with Rule 16b-3,  the provision shall
         be deemed null and void.

11.      Effectiveness and Expiration of the Plan

         The Plan shall be  effective  on February  15,  1999,  and  continue to
         February 15, 2002, three years after the effective date of the Plan and
         thereafter no Shares shall be granted under the Plan.

ATTEST:

/s/  Dr. Alan V. Phan
-----------------------------------------
     Dr. Alan V. Phan, President and CEO

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        29

<PAGE>

                                  EXHIBIT 24.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION

                                  ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

WRITER'S DIRECT NUMBER
(714) 475-9086

                                 March 10, 1999

Board of Directors
The Hartcourt Companies Inc.
2049 Century Park East
Los Angeles, California 90067

         Re:  Form S-8

Gentlemen:

         I hereby  consent to the filing of my opinion  dated even date herewith
as an  Exhibit  to the  Form  S-8  Registration  Statement  to be  filed  by The
Hartcourt Companies Inc.

         I further  consent  to the  reference  to me and my  opinion  under the
caption "Legal Opinion and Experts" in the Prospectus.

                                        Very truly yours,

                                        /s/  Richard O. Weed
                                        ---------------------------------------
                                             Richard O. Weed

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        30

<PAGE>

                                  EXHIBIT 24.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  Registration  Statement of
The  Hartcourt  Companies  Inc.  on Form S-8 of our report  dated  February  10,
1998,ppearing  in the Annual Report on Form 10- KSB of The  Hartcourt  Companies
Inc. for the year ended  December 31, 1997, and to the reference to us under the
heading  "Experts"  in  the  Prospectus  which  is  part  of  this  Registration
Statement.

                                        /s/  Harlan & Boettger, LLP
                                        ---------------------------------------
                                             Harlan & Boettger, LLP

San Diego, California
March 18, 1999

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        31
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENTO ON FORM S-8", "secsgml_size_bytes": 78652}]
{"company-data": {"conformed-name": "HARTCOURT COMPANIES INC", "cik": "0000949427", "assigned-sic": "3950", "irs-number": "870400541", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74933", "film-number": "99571288"}, "business-address": {"street1": "2049 CENTURY PARK EAST", "street2": "SUITE 3760", "city": "LOS ANGELES", "state": "CA", "zip": "90067", "phone": "3107882634"}, "mail-address": {"street1": "2049 CENTURY PARK EAST", "street2": "SUITE 3760", "city": "LOS ANGELES", "state": "CA", "zip": "90067"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          THE HARTCOURT COMPANIES INC.
             (Exact name of Registrant as specified in its charter)

                                      UTAH
         (State or other jurisdiction of incorporation or organization)

                                   87-0400541
                        (IRS Employer Identification No.)

              2049 Century Park East, Los Angeles, California 90067
          (Address of Principal Executive Offices, including ZIP Code)

        Advisory Agreement and 1999 Stock Plan with NuVen Advisors, Inc.
                 and The Hartcourt Companies Inc., respectively
                            (Full title of the plan)

  Dr. Alan V. Phan, 2049 Century Park East, Suite 3760 , Los Angeles, CA 90067
                     (Name and address of agent for service)

                                 (310) 788-2634
          (Telephone number, including area code, of agent for service)

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         1
CALCULATION OF REGISTRATION FEE

                                                         Proposed               Proposed
                                                          Maximum               Maximum            Amount of
   Title of Securities       Amount of Shares            Offering              Aggregate         Registration
    to be Registered         to be Registered       Price Per Share(1)     Offering Price(1)          Fee
-----------------------      ----------------       ------------------     -----------------     ------------
$.01 par value
Common Stock                 1,000,000              $.50                   $500,000              $139.00

$.01 par value
Common Stock                   100,000              $.50                   $ 50,000              $ 13.90
                             ----------------       ------------------     -----------------     ------------
                   TOTALS    1.100,000                 N/A                 $550,000              $152.90
                             ================                              =================     ============
(1)      This  calculation  is made solely for the purposes of  determining  the
         registration  fee pursuant to the  provisions  of Rule 457(h) under the
         Securities  Act and is  calculated on the basis of the par value of the
         common  stock since there is no quotation by any market or exchange and
         the Common Stock is not reported on the OTC Bulletin Board.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                      2
PROSPECTUS

                          THE HARTCOURT COMPANIES INC.
                             2049 Century Park East
                          Los Angeles, California 90067
                                 (310) 788-2634

                       (1,100,000 SHARES OF COMMON STOCK)

         This  Prospectus  relates  to the  offer  and  sale  by  The  Hartcourt
Companies Inc., a Utah corporation  (the  "Company"),  of shares of its $.01 par
value per share  common  stock (the  "Common  Stock") to certain  employees  and
advisors  (the  "Employees")  pursuant  to the  Company's  1999  Stock  Plan and
agreements entered into between the Company and certain  Employees.  The Company
is   registering   hereunder  and  then   issuing,   upon  receipt  of  adequate
consideration  therefor,  to the Employees and professional  advisors  1,100,000
shares of Common Stock in  consideration  for services to be performed under the
respective agreements.

         The Common Stock is not subject to any restriction on  transferability.
Recipients  of shares  other than  persons who are  "affiliates"  of the Company
within the  meaning of the  Securities  Act of 1933 (the  "Act") may sell all or
part  of the  shares  in any  way  permitted  by  law,  including  sales  in the
over-the-counter  market at prices  prevailing  at the time of such sale. Of the
shares  registered  hereunder,  there are 1,000,000  shares being registered for
affiliates of the Company.  An affiliate is summarily,  any director,  executive
officer or controlling shareholder of the Company or anyone of its subsidiaries.
An  "affiliate"  of the  Company is subject to Section  16(b) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"). If an Employee who is not
now an "affiliate" becomes an "affiliate" of the Company in the future, he would
then be subject to Section 16(b) of the Exchange Act. (See "General  Information
- Restrictions on Resales").

                  THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
                  BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE
                  COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF
                  THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
                  A CRIMINAL OFFENSE.

                  The date of this Prospectus is March 18, 1999

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         3
This Prospectus is part of a Registration Statement which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings by the Company with the Commission
are qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written  or oral  request.  Requests  should  be  addressed  to:  The  Hartcourt
Companies Inc.,  2049 Century Park East, Los Angeles,  California  90067,  (310)
788-2634.

         The Company is subject to the  reporting  requirements  of the Exchange
Act and in accordance  therewith  files reports and other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other information filed by the Company under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the  prescribed  rates.  The Company's  stock has been traded on the
over-the-counter  market  since 1994 and is  currently  reported by the National
Quotation Bureau Electronic Bulletin Board.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which the person  making  such is not  qualified  or to any person to whom it is
unlawful to make an offer or solicitation.

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of the Company since the date hereof.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         4
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus ......................6

Item 1.  Plan Information..................................................6

         General Information...............................................6
                  The Company..............................................6
                  Purposes.................................................6
                  General Plan Information.................................6
                  Securities to be Offered.................................7
                  Employees Who May Participate in the Plan................7
                  Purchase of Securities Pursuant to the Plan on Payment
                  for Securities Offered ..................................7   
                  Amendments and Termination...............................8
                  Registrant Information and Employee Plan Annual
                  Information .............................................8
                  Common Stock.............................................8
                  The Employees............................................8
                  No Restrictions on Transfer..............................8
                  Tax Treatment to the Employees...........................8
                  Tax Treatment to the Company.............................9
                  Restrictions on Resales..................................9

Documents Incorporated by Reference and Additional Information.............10

Item 2.  Registrant Information and Employee Plan Annual Information.......10
                  Legal Opinion and Experts................................10
                  Indemnification of Officers and Directors................10

Information Required in the Registration Statement.........................11

Item 3.  Incorporation of Documents by Reference...........................11

Item 4.  Description of Securities.........................................11

Item 5.  Interests of Named Experts and Counsel............................11

Item 6.  Indemnification of Directors and Officers.........................11

Item 7.  Exemption from Registration Claimed...............................12

Item 8.  Exhibits..........................................................12

Item 9.  Undertakings......................................................12

Signatures . . . . . . . . ................................................15

Exhibit Index . . . . .....................................................16

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         5
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.                   Plan Information

GENERAL INFORMATION

The Company

         The Company has its  principal  executive  offices at 2049 Century Park
East, Suite 3760, Los Angeles,  California 90067,  where its telephone number is
(310) 788-2634.

Purposes

         The Common Stock to be issued by the Company to certain  Employees will
be  issued  pursuant  to the  Company's  1999  Stock  Plan (the  "Plan")  and an
agreement  entered into between NuVen  Advisors Inc.  ("NuVen") and the Company,
which the Plan and agreement have been approved by the Board of Directors of the
Company  (the  "Board of  Directors").  The Plan is intended to provide a method
whereby the Company can induce greater personal involvement of the Employees and
NuVen in the Company's future prosperity, thereby advancing the interests of the
Company, and all of its shareholders. Copies of the agreements and the Plan have
been filed as exhibits to this Registration Statement.

General Plan Information

         The Company's board of directors (the "Board") has adopted a stock plan
for its employees and others entitled the Plan.  Pursuant to the Plan, the Board
can authorize the issuance of up to an aggregate of One Million shares of Common
Stock of the Company over a maximum of a one year period, although the Board may
shorten this period.

         The Board  adopted the Plan on February 17, 1999.  The Plan is intended
to aid the Company in maintaining  and  continuing its  development of a quality
management team, in attracting  qualified employees,  consultants,  and advisors
who can contribute to the future  success of the Company,  and in providing such
individuals  with an  incentive  to use their best efforts to promote the growth
and profitability of the Company.

         The Plan is not subject to the  provisions  of the Employee  Retirement
Income Security Act of 1974, as amended  ("ERISA"),  nor qualified under Section
401(a)  of  the  Internal  Revenue  Code  of  1986,  as  amended  (the  "Code").
Administration of the Plan is the exclusive province of the Board. Board members
are elected at each annual meeting of  shareholders.  The term each Board member
serves is therefore one year. If an annual  meeting is not held the member shall
serve until the next submission of matters to a vote of Company's shareholders.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         6
As ultimate  administrators  of the Plan, the Board should be contacted
with requests for  additional  Plan  information.  Alternatively,  the Board may
appoint a committee to administer  the Plan  (hereinafter  the Board or its duly
authorized  committee  shall be  referred  to as "Plan  Administrators").  As no
committee has been  authorized  by the Board,  the current Board members are the
Plan  Administrators.  This group  includes Dr. Alan V. Phan,  Frederic Cohn and
Leonard J. Roman. The address of the Board is c/o the Company,  2049 Centra Park
East, Suite 3760, Los Angeles, CA 90067; telephone: (310) 788-2634.

         In the event a vacancy in the Board  arises,  the vote of a majority of
remaining directors may select a successor,  or, if the vacancy is not filled by
the remaining Board, the vote of shareholders may also elect a successor to fill
such  vacancy.  Board  members  may  be  removed  from  office  by the  vote  of
shareholders  representing not less than two-thirds (2/3) of the shares entitled
to vote on such removal.  Plan  Administrators  who are not Board members can be
removed or appointed  at any time for any reason by the  majority  vote of Board
members.

         The Plan Administrators shall interpret the Plan (which  interpretation
is binding on the  participants  absent  demonstrable  error),  determine  which
employees  or others  shall  receive  shares,  decide  the  number of shares and
establish  other terms of the options not already  established  in the Company's
Plan. Information concerning changes in the Plan Administrators will be provided
in the future either in the Company's proxy statements, annual or other reports,
or in amendments to this document.

Securities to be Offered

         The Plan and  agreement  provides  for the issuance of a maximum of One
Million One Hundred Thousand  (1,100,000)  shares of Common Stock to be granted.
The  number of shares of Common  Stock  issuable  under the Plan is  subject  to
adjustment  in the event of changes in the  outstanding  shares of Common  Stock
resulting from stock dividends, stock splits, or recapitalizations.

Employees Who May Participate in the Plan

         The Board shall determine which of the Company's employees are eligible
to receive shares as compensation  under the Plan. The term "Employee"  includes
any employee,  director, officer, or consultant or advisor of the Company or any
of its  subsidiaries,  provided  that bona fide  services  shall be  rendered by
consultants  and advisors and such services  must not be in connection  with the
offer or sale of securities in a capital-raising transaction.

Purchase of Securities Pursuant to the Plan and Payment for Securities Offered

         The Plan  Administrators  shall determine which employees shall receive
shares under the Plan.  The Plan is not subject to ERISA and the  securities are
being issued by the Company and not  purchased on the open market or  otherwise.
Shares  issued  under  the Plan  shall be  issuable  as  determined  by the Plan
Administrators.

         The  shares  of  Common  Stock  subject  to the  Plan  are  subject  to
proportionate adjustment in the event of a stock dividend on the Common Stock or
a change in the number of issued  and  outstanding  shares of Common  Stock as a
result of a stock split, consolidation,  or other recapitalization.  Options, if
any, and all other interests under the Plan shall be non-transferable, except by
means of a will or the laws of descent and distribution.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         7
Amendments and Termination

         The  Plan  may be  abandoned  or  terminated  at any  time by the  Plan
Administrators  except with  respect to any shares  then issued and  outstanding
under the Plan.  The Plan shall  otherwise  terminate on the earlier of the date
that is five  years  from the date  first  appearing  in the Plan or the date on
which the  one-millionth  share is either  issued under the Plan or on which the
one-millionth  share is deregistered on a  post-effective  amendment on Form S-8
filed with the Securities and Exchange  Commission (the "SEC"). No shares may be
issued under the terms of the Plan after the Plan has been terminated. The Board
may alter or amend the Plan only once during any six (6) month period, except as
to comply with changes to the Code. No  termination,  suspension,  alteration or
amendment  may  adversely  affect the rights of an employee  entitled to receive
shares under the Plan without the consent of that Employee.

Registrant Information and Employee Plan Annual Information

         The Company will provide to any Employee  upon request a copy,  without
charge,  of the Company's  periodic  reports  filed with the SEC,  including its
latest annual  report on Form 10-KSB and its  quarterly  reports on Form 10-QSB.
The Company will also provide any Employee  upon written or oral request a copy,
without charge, of the documents  incorporated by reference in Item 3 of Part II
of the Form S-8 registration statement.  Requests for such information should be
directed to the Company at 2049 Century Park East,  Suite 3670, Los Angeles,  CA
90067.

Common Stock

         The Board has authorized the issuance of up to 1,100,000  shares of the
Common  Stock to the  Employees  and  upon  effectiveness  of this  Registration
Statement.

The Employees

         The Employees have agreed to provide their  expertise and advice to the
Company for the purposes set forth in their agreements with the Company.

No Restrictions on Transfer

         The  Employees  will  become the record  and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Employees

         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The Employees,  therefore, will be required for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  absent  a  specific  contractual  provision  to the  contrary  the
Employees will receive  compensation taxable at ordinary rates equal to the fair
market  value  of the  shares  on the date of  receipt  since  there  will be no
substantial risk of forfeiture or other restrictions on transfer.  The Employees
are urged to consult each of their tax advisors on this matter.  Further, if any
recipient is an "affiliate", Section 16(b) of the Exchange Act is applicable and
may affect the issue of taxation.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         8
Tax Treatment to the Company

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance with the foregoing  discussion  will be an expense  deductible by the
Company for  federal  income tax  purposes  in the  taxable  year of the Company
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an affiliate of the Company acquires shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the Exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
Company's  Common Stock issued  hereunder to affiliates is equal to the value of
services  rendered.  Shares of the Company's Common Stock acquired  hereunder by
persons other than  affiliates  are not subject to Section 16(b) of the Exchange
Act.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                         9
DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

         The Company hereby  incorporates  by reference (i) its annual report on
Form 10-KSB for the year ended  December 31, 1997,  filed pursuant to Section 13
of the Exchange Act, (ii) any and all Quarterly  Reports and Current  Reports on
Forms  10-Q (or  10-QSB or 8-K)  filed  under the  Securities  or  Exchange  Act
subsequent to the filing of the Company's Annual Report on Form 10-K (or 10-KSB)
for the fiscal year ended  December 31, 1997, as well as all other reports filed
under  Section 13 of the Exchange Act, and (iii) its annual  report,  if any, to
shareholders  delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further  documents filed by the Company pursuant to Section 13, 14, or 15(d)
of the Exchange Act prior to the  termination  of this offering are deemed to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.

Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed to: The Hartcourt  Companies  Inc.,  2049 Century Park East,
Los Angeles, California 90067; (310) 788-2634.

Legal Opinion and Experts

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities being registered.  Mr. Weed is not an "affiliate" of the Company.  He
does not currently own any shares of the Company's common stock.

         The financial  statements of The Hartcourt Companies Inc.  incorporated
by reference in this  Prospectus  for the year ended December 31, 1997 have been
audited by Harlan & Boettger, LLP, independent certified public accountants,  as
set forth in their report incorporated herein by reference, and are incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the Company,
the  Company  has been  informed  that in the  opinion  of the  Commission  such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        10
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.                   Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which de-registers all securities then
remaining  unsold,  shall be  deemed to be  incorporated  by  reference  in this
registration  statement  and to be a part hereof from the date of filing of such
documents.

                  (a) Registrant's latest Annual Report,  whether filed pursuant
         to Section 13(a) or 15(d) of the Exchange Act;

                  (b) All other reports filed pursuant to Section 13(a) or 15(d)
         of the  Exchange Act since the end of the fiscal year covered by annual
         report referred to in (a), above; and

                  (c) The latest  prospectus filed pursuant to Rule 424(b) under
         the Securities Act.

Item 4.                   Description of Securities

         No  description  of the class of  securities  (i.e.  the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.                   Interests of Named Experts and Counsel

         Mr. Weed has not nor does he presently  own any shares of the Company's
common stock.

Item 6.                   Indemnification of Directors and Officers

         Article VII,  Section 1 of the Company's  Bylaws limit the liability of
any officer or Director and permit the Company to indemnify  its  directors  and
officers as follows:

         "No officer or Director shall be personally  liable for any obligations
         of the corporation or for any duties or obligations  arising out of any
         acts or conduct of said officer or director  performed for or on behalf
         of the corporation. The corporation shall and does hereby indemnify and
         hold  harmless each person and his heirs and  administrators  who shall
         serve at any time hereafter as a Director or officer of the corporation
         from and against any and all claims, judgments and liabilities to which
         such persons shall become subject by reason of his having heretofore or
         hereafter been a Director or officer of the corporation or by reason of
         any  action  alleged  to have been  heretofore  or  hereafter  taken or
         omitted  to have been taken by him as such  Director  or  officer,  and
         shall  reimburse  each such person for all legal and all other expenses
         reasonably  incurred  by him in  connection  with  any  such  claim  or
         liability,  including  power to defend  such  person  from all suits or

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        11
claims  as  provided  for  under the  provisions  of the Utah  Business
         corporation  Act;  provided,  however,  that no such  person  shall  be
         indemnified  against,  or be  reimbursed  for, any expense  incurred in
         connection  with  any  claim  or  liability  arising  out  of  his  own
         negligence  or willful  misconduct.  The rights  accruing to any person
         under the  foregoing  provisions  of this section shall not exclude any
         right to which he may lawfully be entitled,  nor shall anything  herein
         contained  restrict  the  right  of the  corporation  to  indemnify  or
         reimburse such person in any proper case, even though not  specifically
         herein  provided  for.  The  corporation,   its  directors,   officers,
         employees  and agents shall be fully  protected in taking any action or
         making any payment, or in refusing so to do in reliance upon the advice
         of counsel."

Item 7.           Exemption from Registration Claimed

                  Not applicable.

Item 8.           Exhibits

                  (a)  The  following   exhibits  are  filed  as  part  of  this
         registration  statement  pursuant to Item 601 of Regulation S-B and are
         specifically incorporated herein by this reference:

         Exhibit No.      Title

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion  of  Richard O. Weed regarding the legality of
                          the securities registered.
         6.               Not required.
         7.               Not required.
         8.               Not required.
         9.               Not required.
         10.              A.        Agreement with NuVen Advisors Inc.(1)
                          B.        The Hartcourt Companies Inc. 1999 Stock Plan
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.
         24.1             Consent  of   Richard  O.  Weed,  special  counsel  to
                          registrant,  to the use of his opinion with respect to
                          the legality of the securities being registered hereby
                          and  to  the references to him in the Prospectus filed
                          as a part hereof.
         24.2             Consent of Harlan & Boettger, LLP

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        12
Exhibit No.      Title

         25.              Not applicable.
         26.              Not applicable.
         27.              Not applicable.
         28.              Not applicable.
         29.              Not applicable.

Item 9.                   Undertakings

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  Commission such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore,  unenforceable.  In the event  that a claim  for  indemnification
against  such  liabilities  (other  than the payment by  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, registrant will, unless in the opinion of its counsel the matter has
been  settled  by  controlling  precedent,  submit  to a  court  of  appropriate
jurisdiction the question whether such  indemnification is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

         Registrant hereby undertakes:

         (1)      To file,  during any period in which offers or sales are being
                  made,  a   post-effective   amendment  to  this   registration
                  statement to:

                  (i)     include  any prospectus required by Section 10 (a) (3)
                          of the Securities Act;

                  (ii)    reflect in the  prospectus any facts or events arising
                          after the effective date of the registration statement
                          (or the most recent post-effective  amendment thereof)
                          which, individually or in the aggregate,  represents a
                          fundamental change in the information set forth in the
                          registration statement;

                  (iii)   include any material  information  with respect to the
                          plan of distribution  not previously  disclosed in the
                          registration  statement or any material change to such
                          information in the registration statement;

                  provided,  however, paragraphs (i) and (ii) shall not apply if
                  the  information  required to be included in a  post-effective
                  amendment by those  paragraphs are  incorporated  by reference
                  from periodic  reports filed by the registrant  small business
                  issuer under the Exchange Act.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities   Act,   each   post-effective   amendment  to  the
                  registration   statement   shall  be   deemed   to  be  a  new
                  registration  statement  relating  to the  securities  offered
                  therein and the offering of such securities at that time shall
                  be deemed to be the initial bona fide offering thereof.

         (3)      To  remove  from  registration  by means  of a  post-effective
                  amendment any of the securities  being registered which remain
                  unsold at the termination of the offering.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        13
(4)      To deliver or cause to be delivered  with the  prospectus,  to
                  each  person  to whom the  prospectus  is sent or  given,  the
                  latest annual report to security  holders that is incorporated
                  by reference in the prospectus  and furnished  pursuant to and
                  meeting the requirements of Rule 14a-3 or Rule 14e-3 under the
                  Securities  Exchange Act of 1934; and, where interim financial
                  information require to be presented by Article 3 of Regulation
                  S-X is not set forth in the prospectus,  to deliver,  or cause
                  to be delivered to each person to whom the  prospectus is sent
                  or given,  the latest  quarterly  report that is  specifically
                  incorporated  by reference in the  prospectus  to provide such
                  interim financial information.

         Registrant  hereby  undertakes  that, for purposes of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        14
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized  in the City of Los Angeles,  State of  California on the 10th day of
March, 1999.

                                        The Hartcourt Companies Inc.
                                        (Registrant)

                                        By:  /s/  Dr. Alan V. Phan
                                             ----------------------------------
                                                  Dr. Alan V. Phan, President

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

Signatures               Title          Date
---------------------    --------       ----------------
/s/  Dr. Alan V. Phan    Director       March 10, 1999
---------------------
     Dr. Alan V. Phan

/s/  Leonard J. Roman    Director       March 10, 1999
----------------------
     Leonard J. Roman

/s/  Frederic Cohn       Director       March 10, 1999
----------------------
     Frederic Cohn

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        15
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit
Number in
Registration                                                            Numbered
Statement           Description                                            Page
------------        --------------------------------------------------- --------
5.                  Opinion of Counsel                                     17
10.                 A.   Advisory Agreement with NuVen Advisors Inc.(1)    20
                    B.     The Hartcourt Companies Inc. 1999 Stock Plan    27
24.1                Consent of Richard O. Weed to Use of Opinion           30
24.2                Consent of Harlan & Boettger, LLP                      31

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        16
EXHIBIT 5.

                               OPINION OF COUNSEL

                                  ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

WRITER'S DIRECT NUMBER
      (714) 475-9086

                                 March 10, 1999

Board of Directors
The Hartcourt Companies Inc.
2049 Century Park East
Los Angeles, California 90067

         Re:  Form S-8 Registration Statement Opinion of Counsel

Gentlemen:

         I have acted as a special  counsel for The Hartcourt  Companies  Inc. a
Utah  corporation  (the "Company") in connection with the preparation and filing
with the  Securities  and  Exchange  Commission  (the  "Commission")  under  the
Securities Act of 1933, as amended,  (the "Act") of a registration  statement on
Form S-8 (the  "Registration  Statement"),  relating  to the  offer  and sale of
1,100,000  shares of  Common  Stock,  $.01 par value  (the  "Common  Stock")  to
employees of the Company,  in  consideration  for services  performed  and to be
performed  on behalf of the Company  under the terms and  conditions  of certain
agreements (the "Agreements").

         As special  counsel for the  Company,  I have  examined  the  Company's
articles of  incorporation,  bylaws,  minute book,  and certain other  corporate
records.  For the purpose of the opinions  expressed below, I have also examined
the  Registration  Statement  on Form S-8 to be filed  with the  Securities  and
Exchange  Commission under the Securities Act of 1933, as amended,  covering the
Common Stock in this offering.

         In arriving at the opinions set forth below, I have examined and relied
upon originals or copies,  certified or otherwise identified to my satisfaction,
of corporate  records  (including the Registration  Statement with its exhibits)
provided by the officers of the Company. I have made such  investigations of law
as I have considered necessary or appropriate as a basis for my opinions.

                                                        [HARTCORT\FS8:MAR1999]-6
The Hartcourt Companies Inc.
March 10, 1999
Page 18

         My opinions are  qualified in all respects by the scope of the document
examination  and  I  make  no   representation  as  to  the  sufficiency  of  my
investigation  for your  purpose.  I have not made any document  examination  or
rendered any other advice other than as described herein and I at all times have
assumed  and  relied  upon  the  truth  and  completeness  of  the  information,
statements and representations  which have been given by the Company to me. I do
not express any opinion with respect to the completeness,  adequacy, accuracy or
any other aspect of the financial  statements  incorporated  by reference in the
Registration Statement.

         In  rendering  this  opinion,  I have  assumed,  without  independently
verifying such  assumptions,  and this opinion is based and conditioned upon the
following:  (i) the genuineness of the signatures on and the  enforceability  of
all instruments, documents and agreements examined by me and the authenticity of
all documents  furnished for my  examination  as originals and the conformity to
the original documents of all documents furnished to me as copies; (ii) where an
executed document has been presented to me for my review, that such document has
been duly  executed on or as of the date stated and that  execution and delivery
was  duly  authorized  on the part of the  parties  thereto;  (iii)  each of the
foregoing  certificates,   instruments  and  documents  being  duly  authorized,
executed and delivered by or on behalf of all the  respective  parties  thereto,
and such  instruments  and documents being legal,  valid binding  obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the  documents  received  from  the  State of  Utah;  and (vi) The  Hartcourt
Companies  Inc.  will be  operated in  accordance  with the terms of its charter
documents and the laws of the State of Utah and the terms of the  instruments or
documents referred to above.

         Based upon the foregoing, I am of the opinion that:

         1. The Company has been duly  incorporated and is validly existing as a
corporation  in  good  standing  under  the  laws  of the  State  of  Utah,  the
jurisdiction of its incorporation.

         2.  The  terms  and  provisions  of the  Common  Stock  conform  to the
description thereof contained in the Registration Statement, and the form of the
stock certificates used to evidence the Common Stock are in good and proper form
and no stockholder is entitled to preemptive rights to subscribe for or purchase
any of the Common Stock.

         3. Based upon the foregoing,  I am of the opinion that the issuance and
the sale of the  shares  of  Common  Stock in this  offering  has been  duly and
validly authorized, and subject to compliance with the provisions of the written
agreements,  the Common Stock issuable under the Agreements will duly authorized
and validly issued as fully paid and non-assessable shares of Common Stock.

         I am admitted to practice in the State of  California  and the State of
Texas. I am not admitted to practice in Utah, the state of  incorporation of the
Company, or in any other jurisdictions other than California and Texas, in which
the Company may own property or transact  business.  My opinions herein are with
respect to federal law only and, to the extent my opinions  are derived from the
laws of other  jurisdictions,  are based  upon an  examination  of all  relevant
authorities and the documents  referenced herein and are believed to be correct.
However,  except for pending  litigation or claims matters,  I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions.  No opinion is  expressed  upon any  conflict of law  issues.  My
opinions are qualified to the extent that enforcement of rights and remedies are

                                                        [HARTCORT\FS8:MAR1999]-6
The Hartcourt Companies Inc.
March 10, 1999
Page 19

subject to bankruptcy,  insolvency, fraudulent conveyance, moratorium, and other
laws of general  application  or equitable  principles  affecting the rights and
remedies  of  creditors  and  security  holders  and  to  the  extent  that  the
availability  of the remedy of specific  performance or of injunctive  relief is
subject  to the  discretion  of the court  before  which any  proceeding  may be
brought.

         This  opinion is limited to matters  existing  as of this date,  and no
responsibility  is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

         This  opinion  is  furnished  by me to you as special  counsel  for the
Company  and it is solely  for your  benefit.  This  opinion  is not to be used,
circulated, quoted or otherwise referred to in whole or in part for any purpose,
other than as set forth in my written consent.

                                        Very truly yours,

                                        /s/  Richard O. Weed
                                        ---------------------------------------
                                             Richard O. Weed

                                                        [HARTCORT\FS8:MAR1999]-6
EXHIBIT 10-A

                   ADVISORY AGREEMENT WITH NuVEN ADVISORS INC.

                               NuVEN ADVISORS INC.
                          4001 South Decatur, Suite 399
                               Las Vegas, NV 89103
              Telephone: (702) 871-9080; Facsimile: (702) 875-5945

                                February 8, 1999

Dr. Alan Phan
The Hartcourt Companies Inc.
2049 Century Park East, Suite 3760
Los Angeles, CA 90067

         RE:      Restructure of The Hartcourt Companies Inc. ("HRCT")

Dear Alan:

The purpose of this  letter is to finalize  the  negotiations  expressed  in the
various letters and our meetings regarding the restructuring of HRCT through (a)
the formation of a new subsidiary, Enova Holdings Inc. ("Enova"), into which (b)
the equity  investments of HRCT's two (2) active  subsidiaries  and indebtedness
assumed or guaranteed by HRCT, if any, shall be assigned,  (c) the  distribution
or Spinoff (as  defined  below) of the shares of Enova owned by HRCT to the HRCT
shareholders,  followed  by (d)  the  "acquisition"  by  assignment  to  HRCT by
CyberAmerica  Corporation ("CYAA") of the Share Purchase Agreement dated October
21, 1998 and acceptable  extension (the "Internet  Agreement")  between CYAA and
the shareholders of the Chinese  corporation which owns 90% of the joint venture
enterprise  described  in the  Internet  Agreement  as the  "Internet  Company".
Collectively, steps (a) through (c) are referred to as the "Restructuring",  and
step (d) is referred to as the "Initial Business Acquisition."

With this as background, this letter, when countersigned below, will confirm and
memorialize our  understanding  and agreement  ("Agreement") by and among NuVen,
HRCT and  yourself  to  enter  into a  series  of  transactions  to  effect  the
Restructuring and the Initial Business Acquisition,  all upon and subject to the
following terms and conditions:

1.       Engagement

         HRCT  hereby  retains  NuVen  to act  as  advisor  to  assist  HRCT  in
         connection  with  the  proposed   Restructuring  and  Initial  Business
         Acquisition.

         To  effect  the   Restructuring,   NuVen  will  prepare   transactional
         documentation,   offering   circular(s),   explanatory   or  disclosure
         statement(s),   and  notices  or  periodic   reports  pursuant  to  the
         Securities  Act of  1933,  as  amended  (the  "Securities  Act") or the
         Securities  Exchange Act of 1934 (the "Exchange  Act") to be filed with
         the Securities and Exchange Commission (the "Commission") pertaining to
         the  Restructuring,  such  documents  being  identified  in paragraph 2
         herein (collectively referred to as the "Restructuring Documents").

                                                        [HARTCORT\FS8:MAR1999]-6
Dr. Alan Phan
February 8, 1999
Page 21

         As part of the  Restructuring,  based upon the information  provided by
         HRCT, NuVen will prepare the transactional  documentation to effect the
         transfer of all of HRCT's  assets,  excluding the equity  investment in
         Hartcourt Investments Inc. ("HII"), into Enova, and the distribution of
         all of the  Enova  shares  to the HRCT  shareholders  of  record on the
         Spinoff  Date (as  defined  herein) on a basis  which will  effectively
         result in each current HRCT shareholder  receiving 1 share of Enova for
         each four (4) shares of HRCT (the "Spinoff").

2.       The Restructuring, Spinoff and Initial Business Acquisition

         NuVen's services shall consist of preparing the Restructuring Documents
         and  assisting  HRCT to effect the  Restructuring,  Spinoff and Initial
         Business Acquisition as follows:

         A.       The Restructuring Documents

                  (i)      The  preparation  and filing with the state of Nevada
                           Articles  of   Incorporation   of  a  new  subsidiary
                           ("Enova");  the  Share  Purchase  Agreements  through
                           which the  single  issued  and  outstanding  share of
                           Enova is acquired by HRCT,  and all of the issued and
                           outstanding  shares of High Technology  Manufacturing
                           Inc. ("ECS") and  Environmental  Control & Filtration
                           System,  conducted through Pego Systems Inc. ("Pego")
                           shall be  transferred  to Enova in exchange for which
                           HRCT  shall  receive  4,938,093  shares of Enova (the
                           "Enova  Shares"),  an amount equal to the  19,754,381
                           shares of common stock of HRCT  currently  issued and
                           outstanding, divided by four (4);

                  (ii)     a Distribution  Agreement to spinoff the Enova Shares
                           to HRCT's current  shareholders  of record  effective
                           the record  date,  which shall be  February  28, 1998
                           (the "Spinoff Date"). The Spinoff of the Enova Shares
                           will be carried out as a distribution  or dividend to
                           HRCT's  shareholders  so that each Enova  shareholder
                           will  also  retain  his/her/its  original  number  of
                           shares of HRCT held as of the Spinoff Date;

                  (iii)    a Distribution Agreement to Spinoff the shares of HII
                           to the HRCT shareholders as of the Spinoff Date, with
                           such  distribution  of shares of HII to occur  within
                           180 days following the filing of HRCT's annual report
                           on Form 10-KSB for the year ended December 31, 1998;

                  (iv)     an Exchange Agreement between Enova and Dr. Alan Phan
                           ("Phan")  pursuant  to which Phan will  exchange  his
                           shares of HRCT preferred  stock for the same class of
                           shares  of  preferred  stock of  Enova  with the same
                           rights and privileges;

                  (v)      an initial draft of an Offering  Circular on Form 1-A
                           for Enova; and,

                  (vi)     a Registration Statement on Form 10-SB for Enova.

                                                        [HARTCORT\FS8:MAR1999]-6
Dr. Alan Phan
February 8, 1999
Page 22

         B.       The Initial Business Acquisition

                  Effective the Spinoff Date, NuVen will cause CYAA to assign to
                  HRCT its rights under the Internet  Agreement  and  acceptable
                  extension of terms,  a copy of which  together  with all other
                  due diligence materials in NuVen's possession (which have been
                  previously  made  available  and reviewed by HRCT  (authorized
                  representatives)  shall be  delivered  to HRCT  simultaneously
                  with HRCT's execution hereof.

3.       New Board of Directors

         If the  Restructuring  Documents  and the  assignment  of the  Internet
         Agreement are delivered to HRCT on or before March 3, 1999 (the "Cutoff
         Date"),  HRCT agrees to cause its current  Board of Directors to become
         the Board of Directors of Enova and simultaneously  resign as directors
         of HRCT in  favor  of  directors  appointed  by the  management  of the
         Chinese Internet Co., or their designees.

         Simultaneously  with the  resignation of the Board of Director of HRCT,
         the new Board of Directors will assume responsibility for all financial
         and regulatory reporting required of HRCT,  specifically Form 10-KSB at
         December 31, 1998 and any other  reports  required to be filed from the
         date of their appointment forward; any and all filings by HRCT prior to
         the date of appointment of the new Board of Directors ("Prior Reports")
         shall remain the  responsibility of the present or those HRCT directors
         executing such Prior Reports.

4.       Information on HRCT

         In connection with NuVen's activities hereunder,  HRCT acknowledges and
         agrees  to (a)  allow  NuVen to use and rely on all  information  on or
         about HRCT in the public  domain,  and on  information  available  from
         generally   recognized   public   sources,   in  the  drafting  of  the
         Restructuring  Documents (the "HRCT  Information");  (b) that NuVen has
         not and cannot  independently  verify same,  and (c) release NuVen from
         any   responsibility   for  the  accuracy  or   completeness   of  HRCT
         Information.

5.       Retained Interest of Current HRCT Shareholders

         NuVen will cause the  assignment of the Internet  Agreement and HRCT on
         or before the Cutoff  Date.  Provided  the tender of the  Restructuring
         Documents and the  Litigation  Settlement  have  occurred  prior to the
         Termination  Date (as  defined  herein),  and that (a)  closing  on the
         purchase of the Internet  Company will not require HRCT to issue shares
         so as to dilute the HRCT  shareholders of record as of the Spinoff Date
         by more than ninety  percent (90%) and will retain at least ten percent
         (10%) of the HRCT common  stock issued and  outstanding  give effect to
         such  acquisition (the "Retained  Interest");  and (b) the new board of
         directors of HRCT will distribute at least fifteen percent (15%) of the
         shares of HII to the HRCT  shareholders  of record on the Spinoff Date,
         upon tender of the Internet Agreement,  it agrees to take all corporate
         action to acquire the Internet Company.

                                                        [HARTCORT\FS8:MAR1999]-6
Dr. Alan Phan
February 8, 1999
Page 23

6.       Term

         Unless  extended by mutual written  agreement,  this Agreement shall be
         effective  the date NuVen first  began  assisting  HRCT  related to the
         Restructuring  and the Spinoff,  and shall  terminate on March 15, 1999
         (the "Termination Date").

7.       Compensation

         for the services provided by NuVen pursuant to this Agreement

         Provided  that  NuVen  delivers  the  Restructuring  Documents  and the
         assignment of the Internet Agreement on or before the Cutoff Date, HRCT
         shall pay  NuVen a fee by way of the  issuance  by HRCT of One  Hundred
         Thousand  (100,000)  shares of HRCT's  common stock (the "Fee"),  to be
         paid in cash or shares of HRCT  common  stock,  with such  shares to be
         registered as set forth herein.

8.       Registration of Shares

         No later than thirty (30) days following the Spinoff, the shares issued
         to satisfy the Fee shall be  registered  by action of the then standing
         Board of  Directors  of HRCT  with the  Commission  under a Form S-8 or
         other applicable registration statement.

9.       Costs and Expenses

         All third  party and  out-of-pocket  expenses  incurred by NuVen in the
         preparation of the Restructuring  Documents shall be paid by NuVen. All
         costs and  expenses  incurred by HRCT up to and  including  the Spinoff
         Date shall be paid by HRCT.

10.      No Agency Express or Implied

         This Agreement  neither  expressly nor impliedly creates a relationship
         of principal and agent between HRCT and NuVen, or employee and employer
         as between NuVen's Personnel and HRCT.

11.      Confidentiality and Non-Circumvention

         HRCT agrees that non-public information concerning the finances, plans,
         strategies,  and overall business  operations of the Internet Agreement
         and  the  Internet   Company,   the  language  and   structure  of  the
         Restructuring  Documents,  and that the  documentation and structure of
         the Spinoff  provided by NuVen, is highly  confidential and proprietary
         to NuVen ("Confidential Information").

         HRCT  acknowledges  that such  Confidential  Information  represents  a
         legitimate, valuable, and protectable interest of NuVen and gives NuVen
         a  competitive  advantage,   which  would  otherwise  be  lost  if  the
         Confidential   Information  was  improperly  disclosed.   HRCT  further
         acknowledges  that  unauthorized  or  improper  disclosure  or  use  of
         Confidential Information would cause NuVen irreparable harm and injury.
         HRCT therefore agrees that, for a period of two (2) years following the
         date  hereof,  it  will  not  disclose  or  threaten  to  disclose  the
         Confidential  Information  except  as  requires  by law to any  person,
         partnership,   company,  corporation,  or  to  any  other  business  or
         governmental  organization  or agency,  as the case may be, without the

                                                        [HARTCORT\FS8:MAR1999]-6
Dr. Alan Phan
February 8, 1999
Page 24

         express  written  consent of NuVen.  HRCT further  agrees not to use or
         threaten to use the Confidential Information in any way contrary to the
         interests of NuVen.  HRCT further  agrees that all ownership  rights to
         the  Confidential  Information are retained by NuVen, and that no right
         of ownership  shall pass to HRCT by virtue of this Agreement other than
         by payment of the Fee and  acceptance of the assignment of the Internet
         Agreement.

12.      Amendment

         This Agreement may be amended or modified at any time and in any manner
         only by an instrument in writing executed by the parties hereto.

13.      Waiver

         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.

14.      Notices

         Any  notice  or  other  communication  required  or  permitted  by this
         Agreement  must be in writing and shall be deemed to be properly  given
         when  delivered  in  person to an  officer  of the  other  party,  when
         deposited in the United  States mails for  transmittal  by certified or
         registered  mail,  postage  prepaid,  or when  deposited  with a public
         telegraph   company  for   transmittal,   or  when  sent  by  facsimile
         transmission  charges  prepared,  provided  that the  communication  is
         addressed:

         (i)      In the case of HRCT:  The Hartcourt Companies Inc.
                                        2049 Century Park East, #3760
                                        Los Angeles, California 90067
                                        Telephone: (310) 788-2534
                                        Facsimile: (310) 553-1338

         (ii)     In the case of NuVen: NuVen Advisors Inc.
                                        4001 South Decatur, #399
                                        Las Vegas, Nevada  89103
                                        Telephone:        (702) 871-9080
                                        Telefax:          (702) 875-5945

         (iii)    With copy to:         Richard O. Weed
                                        Archer & Weed
                                        4695 MacArthur Court, Suite #530
                                        Newport Beach, CA 92660
                                        Telephone:        (949) 475-7739
                                        Telefax:          (949) 475-7735

                                                        [HARTCORT\FS8:MAR1999]-6
Dr. Alan Phan
February 8, 1999
Page 25

                  or to such other  person or address  designated  in writing by
                  HRCT or NuVen to receive notice.

15.      Headings

         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.

16.      Governing Law

         This Agreement was negotiated and is being contracted for in the United
         States,  State of California,  and shall be governed by the laws of the
         State of California,  notwithstanding any conflict-of-law  provision to
         the contrary, and the parties hereto mutually agree that any litigation
         arising  hereunder  shall be filed  and  heard by a court of  competent
         jurisdiction in the state of California, County of Orange.

17.      Binding Effect

         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.

18.      Entire Agreement

         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.

19.      Severability

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

20.      Counterparts

         A facsimile,  telecopy,  or other reproduction of 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,  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.  In this event,  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.

                                                        [HARTCORT\FS8:MAR1999]-6
Dr. Alan Phan
February 8, 1999
Page 26

         IN WITNESS  WHEREOF,  the parties have executed  this  Agreement on the
date above written.

                                        "NuVen"

                                        /s/  NuVen Advisors, Inc.
                                        ---------------------------------------
                                             NuVen Advisors, Inc.

                                        The "Company"

                                        /s/  The Hartcourt Companies Inc.
                                        ---------------------------------------
                                             The Hartcourt Companies Inc.

                                                        [HARTCORT\FS8:MAR1999]-6
EXHIBIT 10-B

                  THE HARTCOURT COMPANIES INC. 1999 STOCK PLAN

1.       Purpose of the Plan

         The purpose of The Hartcourt Companies Inc. 1999 Stock Plan ("Plan") is
         to  provide  a means by which  The  Hartcourt  Companies  Inc.,  a Utah
         corporation  ("Company")  may compensate key employees,  advisors,  and
         consultants  by issuing  stock to them in exchange  for services and to
         thereby conserve the Company's cash resources.  In addition, such stock
         ownership  will provide  increased  incentive for such  individuals  to
         render  services  to the  Company in the  future  and to exert  maximum
         effort for the success of the Company's business.

2.       Definitions

         The following definitions apply the provisions of this Plan:

         A.       "Board" means the Company's Board of Directors

         B.       "Common Stock" means the Company's Common Stock

         C.       "Committee"  means  the  Committee  appointed  by the Board in
                  accordance  with paragraph A of Section 3 of this Plan.. If no
                  Committee is appointed, "Committee" refers to the Board.

         D.       "Employee" means any person,  including  officers,  directors,
                  employees,  advisors,  and consultants employed by the Company
                  or any Subsidiary on either a full-time or part-time basis.

         E "Plan" means this 1999 Stock Plan.

         F.       "Share" means a share of Common Stock.

3.       Administration of the Plan

         A.       Procedure.  The board shall administer the Plan. The Board may
                  appoint a Committee  of not less than three (3) Board  members
                  to administer  the Plan,  subject to such terms and conditions
                  as the Board may  prescribe.  Once  appointed,  the  Committee
                  shall  continue  to serve until the Board  otherwise  directs.
                  From time to time,  the Board may increase the Committee  size
                  and  appoint  additional  members,  fill  vacancies,   however
                  caused,  and  remove  all  members  and  thereafter   directly
                  administer  the Plan.  Members of the Committee who are either
                  eligible for Stock under this Plan or have been granted  Stock
                  under  this Plan may vote on any  matters  affecting  the Plan
                  administration or granting any Stock under the Plan;  provided
                  that no such  member  shall act upon the  granting of Stock to
                  himself  or  herself,  but any such  member  may be counted in
                  determining  the  existence of a quorum at any meeting  during
                  which such action is taken.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        27
B.       Powers  of  the  Committee.   The  Committee  shall  have  the
                  authority to (i) based on relevant  information,  to determine
                  the fair market value of the Common  Stock;  (ii) to determine
                  the value of the  services  rendered  or to be rendered to the
                  Corporation, (iii) the Employees to whom and the time or times
                  when Common Stock shall be granted and the number of Shares to
                  be issued; (iv) to interpret the Plan; (v) to prescribe, amend
                  and rescind rules and  regulations  relating to the Plan; (vi)
                  to authorize any person to execute on the Company's behalf any
                  instrument required to effectuate a grant of Common Stock; and
                  (vii) to make all other  determinations  deemed  necessary  or
                  advisable for administering the Plan.

         C.       Effect of Committee's Decision. All decisions, determinations,
                  and  interpretations  of the  Committee  shall  be  final  and
                  binding on any and all holders of Common Stock  granted  under
                  the Plan.

4.       Stock Reserved.

         A total of 1,000,000 shares of Class A Common Stock shall be subject to
         the Plan.  Such Shares  shall be unissued or  previously  issued  share
         reacquired and held by the Company.  The 1,000,000  Shares shall be and
         are hereby  reserved for issuance under the Plan. Any such shares which
         remain  unsold when the Plan  terminate  shall cease to be reserved for
         the Plan, but until termination, the Company shall at all times reserve
         a sufficient number of shares to meet the Plan's requirements.

5.       Eligibility

         Common  Stock may be issued  under  this  Plan  only to  Employees  for
         services  rendered  to  the  Company  or on  the  Company's  behalf  as
         determined  by the  Board or the  Committee.  Common  stock  may not be
         issued  under  this  Plan for  services  in  connection  with a capital
         raising  transaction  for the Company.  An Employee who has been issued
         Common Stock under the Plan, if he or she is otherwise eligible, may be
         granted additional Common Stock.

6.       Continuation of Employment

         Neither  the Plan or the  issuance  of any Common  Stock under the Plan
         shall confer upon any  Employee  any right with  respect to  continuing
         employment with the Company, nor shall it interfere in any way with his
         or her right or the Company's  right to terminate his or her employment
         or other position at anytime.

7.       Fair Market Value Limitation

         the board or Committee shall grant the right to receive Common Stock to
         Employees for services  rendered to, or to be rendered to, or on behalf
         of,  the  Company  such  that  the  fair  market  value  of  the  Stock
         approximates  the fair market value of the services.  Determination  of
         fair market value shall be within the business  discretion of the Board
         and/or Committee.

8.       Investment Representation

         Each Employee granted Shares under this Plan shall represent in writing
         that he or she is  acquiring  the  Shares  for  investment  and not for
         resale or to distribute the Shares to the public. Upon demand, delivery
         of such a  representation  prior to the  delivery of any shares  issued
         shall be a condition  precedent to the right of the Employee to receive
         Shares under the Plan.

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        28
9.       Amendments or Termination

         The Board of Directors may amend, alter or discontinue the Plan.

10.      Compliance with Other Laws and Regulations

         The Plan,  the grant,  and  issuance of Shares  under the Plan shall be
         subject to all applicable federal and state laws, rules and regulations
         and to such approvals by the  governmental or regulatory  agency as may
         be required.  The Company shall not be required to issue or deliver any
         certificates  for shares of Common Stock prior to the completion of any
         registration or qualification of such shares under any federal or state
         law, or any ruling or  regulation  of any  governmental  body which the
         Company  shall,  in its sole  discretion,  determine to be necessary or
         advisable.  Further,  it is the  intention of the Company that the Plan
         comply  in all  respects  with  the  provisions  of Rule  16b-3  of the
         Securities and Exchange Act of 1934, as amended.  If any Plan provision
         is found not to be in compliance  with Rule 16b-3,  the provision shall
         be deemed null and void.

11.      Effectiveness and Expiration of the Plan

         The Plan shall be  effective  on February  15,  1999,  and  continue to
         February 15, 2002, three years after the effective date of the Plan and
         thereafter no Shares shall be granted under the Plan.

ATTEST:

/s/  Dr. Alan V. Phan
-----------------------------------------
     Dr. Alan V. Phan, President and CEO

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        29
EXHIBIT 24.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION

                                  ARCHER & WEED
                             Special Project Counsel

       5140 BIRCH STREET, SUITE 100, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (714) 760-7424 FACSIMILE (714) 475-9087

WRITER'S DIRECT NUMBER
(714) 475-9086

                                 March 10, 1999

Board of Directors
The Hartcourt Companies Inc.
2049 Century Park East
Los Angeles, California 90067

         Re:  Form S-8

Gentlemen:

         I hereby  consent to the filing of my opinion  dated even date herewith
as an  Exhibit  to the  Form  S-8  Registration  Statement  to be  filed  by The
Hartcourt Companies Inc.

         I further  consent  to the  reference  to me and my  opinion  under the
caption "Legal Opinion and Experts" in the Prospectus.

                                        Very truly yours,

                                        /s/  Richard O. Weed
                                        ---------------------------------------
                                             Richard O. Weed

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        30
EXHIBIT 24.2

                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this  Registration  Statement of
The  Hartcourt  Companies  Inc.  on Form S-8 of our report  dated  February  10,
1998,ppearing  in the Annual Report on Form 10- KSB of The  Hartcourt  Companies
Inc. for the year ended  December 31, 1997, and to the reference to us under the
heading  "Experts"  in  the  Prospectus  which  is  part  of  this  Registration
Statement.

                                        /s/  Harlan & Boettger, LLP
                                        ---------------------------------------
                                             Harlan & Boettger, LLP

San Diego, California
March 18, 1999

                                                        [HARTCORT\FS8:MAR1999]-6

                                                        31