Exhibit 10.4
                            STOCK PURCHASE AGREEMENT

     This Stock Purchase  Agreement  ("Agreement") is entered into this 16th day
of  November,   2000   ("Effective   Date")  by  and  between  Enova   Holdings,
Inc.("Enova"),  a Nevada  Corporation  with  principal  offices  located  in Los
Angeles,  California, and Staruni Corporation ("SRUN"), a California Corporation
with principal offices located in Los Angeles, California.

     WHEREAS,  SRUN desires to acquire from Enova all of the outstanding  shares
of Pego Systems, Inc; and

     WHEREAS, Enova desires to acquire 15,000,000 or any other amount that shall
be equal to one- half of all  authorized  and issued  shares of SRUN so that the
effect of this transaction is that Enova shall,  upon closing hereof,  own Fifty
(50%) Percent of SRUN; and

     WHEREAS, Enova and SRUN will exchange the above mentioned shares.

     NOW,  THEREFORE  with the  above  being  incorporated  into and made a part
hereof  for the  mutual  consideration  set out  herein  and,  the  receipt  and
sufficiency of which is hereby acknowledged, the parties agree as follows:

1.  Exchange.  Enova will transfer  thirty-three  thousand  shares of the common
stock of Pego Systems,  Inc., a California  Corporation  (a figure  representing
100% of the  shares  of Pego  Systems,  Inc.)  to SRUN and  SRUN  will  transfer
restricted  shares or such  amount of shares as shall make Enova  owner of Fifty
(50%)  Percent of all  issued and  outstanding  shares of SRUN  common  stock to
Enova.

2. No Guarantee of Price.  Enova and SRUN do not  guarantee  the future value of
their respective shares to the other party.

3.  Termination.  This  Agreement  may be  terminated  at any time  prior to the
Closing Date:

     A.   By Enova or SRUN.

          (1) If there shall be any actual or threatened action or proceeding by
          or before any court or any other governmental body which shall seek to
          restrain,  prohibit,  or invalidate the  transactions  contemplated by
          this Agreement and which,  in judgment of such Board of Directors made
          in good  faith and based upon the  advice of legal  counsel,  makes it
          inadvisable  to proceed  with the  transactions  contemplated  by this
          Agreement; or

          (2) If the  Closing  shall  not have nor  occurred  prior to  December
          1,2000,  or such  later date as shall  have been  approved  by parties
          hereto, other than for reasons set forth herein.

     B.   By Enova

          (1) If SRUN shall fail to comply in any  material  respect with any of
          its or their covenants or agreements contained in this Agreement or if
          any of the representation or warranties of SRUN contained herein shall
          be inaccurate in any material respect; or

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     C.   By SRUN:

          (1) if Enova shall fail to comply in any material  respect with any of
          its covenants or agreements  contained in this  Agreement or if any of
          the  representation  or warranties of Enova contained  herein shall be
          inaccurate in any material respect;

     In the event this Agreement is terminated pursuant to this Paragraph,  this
     Agreement shall be of no farther force or effect, no obligation,  right, or
     liability shall arise hereunder, and each party shall bear its own costs as
     well as the  legal,  accounting,  printing,  and other  costs  incurred  in
     connection with negotiation, preparation and execution of the Agreement and
     the transactions herein contemplated.

4. Representations and Warrantees of Enova. Enova hereby represents and warrants
that effective this date ai the Closing Date, the representations and warranties
listed below are true and correct:

     A.   Corporate Authority.  Enova has the full corporate power and authority
          to enter this Agreement and tc carry out the transactions contemplated
          by this Agreement. The Board of Directors of Enova has duly authorized
          the execution, delivery, and performance of this Agreement.

     B.   No Conflict with Other  Instruments.  The execution of this  Agreement
          will not  violate  or  breach  any  document,  instrument,  agreement,
          contract, or commitment material to the business of Pego Systems, Inc.
          to  which  Enova  is a  party  and has  been  duly  authorized  by all
          appropriated and necessary action.

     C.   Deliverance  of Shares.  As of the Closing Date, the Pego Shares to be
          delivered  to SRUN will be re cted and  constitute  valid and  legally
          issued shares of Pego Systems, fully paid and non- assessable.

     D.   Conflict with Other  Instrument.  The execution of this agreement will
          not violate or breach any document, instrument, agreement, contract or
          comniitment material to Enova.

     E.   Enova has furnished to SRUN certain  Unaudited and Internally  created
          Financial Statements regarding Pego Systems, Inc. These statements are
          dated November 8, 2000 and cover the period of January 1, 2000 through
          September 30, 2000.  Said  statements  are attached  hereto as Exhibit
          "A". Enova warrants that these statements are true and accurate.

5.  Representations  and Warranties of SRUN. SRUN hereby represents and warrants
that,  effective  this  date  and the  Closing  Date,  the  representations  and
warranties listed below are true and correct.

     A.   Corporate  Authority.  SRUN has the full corporate power and authority
          to enter this Agreement an to carry out the transactions  contemplated
          by this Agreement.  The Board of Directors of SRUN has duly authorized
          the execution, delivery, and performance of this Agreement.


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<PAGE>



     B.   No Conflict With Other  Instruments.  The execution of this  Agreement
          will not  violate  or  breach  any  document,  instrument,  agreement,
          contract, or commitment material to the business of SRUN to which SRUN
          is a party  and has  been  duly  authorized  by all  appropriated  and
          necessary action.

     C.   Deliverance  of Shares.  As of the Closing Date, the SRUN Shares to be
          delivered to Enova will be restricted and constitute valid and legally
          issued shares of SRUN, fully paid and non-accessible.

     D.   No Conflict with other  Instruments.  The execution of this  agreement
          will not  violate  or breach  any  document,  agreement,  contract  or
          commitment material to SRUN.

6.  Closing.  The Closing as herein referred  to  shall  occur upon such date as
the parties hereto may mutually agree  upon,  but is expected to be on or before
December  1, 2000 by which  time all  parties  shall  have  completed  their due
diligence.

     At  closing  SRUN will  deliver  the SRUN  shares  to Enova and Enova  will
deliver the Pego Systems, Inc. shares to SRUN.

7.  Conditions  Precedent of Enova to Effect  Closing.  All obligations of Enova
under this  Agreement are subject to  fulfillment  prior to or as of the Closing
Date, of each of the following conditions:

     A.   The  representations  and warranties by or on behalf of SRUN contained
          in this  Agreement or in any  certificate  or  documents  delivered to
          Enova pursuant to the provisions  hereof shall be true in all material
          respects   at  end  as  of  the  time  of  closing   as  though   such
          representations and warranties were made at and as of such time.

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

     C.   All  instruments  and  documents  delivered  to Enova  pursuant to the
          provisions  hereof shall be reasonably  satisfactory  to Enova's legal
          counsel.

     Conditions  Precedent of SRUN to Effect  Closing.  All  obligations of SRUN
under this  agreement are subject to  fulfillment  prior to or as of the date of
Closing, of each of the following conditions:

     A.   The  representations and warranties by or on behalf of Enova contained
          in this Agreement or in any certificate or documents delivered to SRUN
          pursuant  to the  provisions  hereof  shall  be true  in all  material
          respects   at  end  as  of  the  time  of  Closing   as  though   such
          representations and warranties were made at and as of such time.

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


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     C.   All  instruments  and  documents  delivered  to SRUN  pursuant  to the
          provisions  hereof shall be  reasonably  satisfactory  to SRUN's legal
          counsel.

9. Damages and Limit of Liability.  Each party shall be liable, for any material
breach of the representations,  warranties, ai covenants contained herein, which
results in a failure to perform any obligation  under this Agreement only to the
extent of the  expenses  incurred in  connection  with such breach or failure to
perform Agreement.

10. Nature and Survival of Representations and Warranties.  All representations,
warranties and covenants  made by any party in this Agreement  shall survive the
Closing hereunder.  All of the parties hereto are executing and carrying out the
provisions  of  this  Agreement  in  reliance  solely  on  the  representations,
warranties  and covenants and  agreements  contained in this Agreement or at the
Closing of the transactions  herein provided for and not upon any  investigation
upon  which it might  have  made or any  representations,  warranty,  agreement,
promise,  or information,  written or oral, made by the other party or any other
person other than as specifically set forth herein.

11. Indemnification Procedures

     A.   Pego  Systems,  Inc.  presently  is  in  debt  to  Comerica  Bank  for
          approximately  $9507000. Said sum has been guaranteed by Enova and The
          Hartcourt  Companies  (OTCBB "BRCT") There is a present  litigation in
          the matter with Comerica Bank suing both Pego and HRCT. Both Hartcourt
          and Enova agree to remain as guarantors of such debt (until and unless
          any court of competent  jurisdiction  shall rule  otherwise) and shall
          hold SRUN  harmless for any and all costs  incidental  to this matter.
          However,  Pego owns  200000  shares of  Hartcourt,  which,  if Pego is
          compelled to pay Comerica, may only be used to diminish that debt, for
          that purpose and no other.

     B.   If any other claim is made by a party which would give rise to a right
          of   indemnification   under  this   paragraph,   the  party   seeking
          indemnification (Indemnified Party) will promptly cause notice thereof
          to be delivered to the parry from whom is sought  (Indemnifying Party)
          The Indemnified Party will permit the Indemnifying Party to assume the
          defense of any such claim or any litigation resulting from the claims.
          Counsel for the Indemnifying Party which will conduct the defense must
          be approved  by the  Indemnified  Party  (whose  approval  will not be
          unreasonable  withheld),  and the Indemnified Party may participate in
          such defense at the expense of the Indemnified Party. The indemnifying
          Party will not in the defense of any such claim or litigation, consent
          to entry of any  judgment  or enter into any  settlement  without  the
          written  consent of the  Indemnified  Party (which consent will not be
          unreasonably withheld).  The Indemnified Parry will not, in connection
          with any such claim or litigation, consent to entry of any judgment or
          enter  into  any  settlement   without  the  written  consent  of  the
          Indemnifying Party (which consent will not be unreasonable  withheld).
          The Indemnified Party will cooperate fully with the Indemnifying Party
          and make available to the Indemnifying Party all pertinent information
          under its  control  relating to any such claim or  litigation.  if the
          indemnifying Parry refuses or fails to conduct the defense as required

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          in this Section,  then the Indemnified  Party may conduct such defense
          at the  expense  of the  Indemnifying  Party and the  approval  of the
          Indemnifying  Party will not be required for any settlement or consent
          or entry of judgment.

12.  Changes in  Management  of SRUN.  The Board of Directors of SRUN  presently
consists  of three  persons.  As a result of this  transaction,  Frederic  Cohn,
Chairman of Enova,  shall be added to the Board of SRUN. He shall also become an
officer of SRUN.  Both  Harcourt  and Enova agree to this  management  and Board
structure  of SRUN for a  period  of at least  two  years  from the date of this
agreement,  unless all parties and signatories to this agreement  mutually agree
to a change.

13. Costs and  Expenses.  Enova and SRUN shall bear their own costs and expenses
in the proposed  exchange and transfer  described in this  Agreement.  Enova and
SRUN have been represented by their own attorney in this transaction,  and shall
pay the fees of its attorney, except as may be expressly set forth herein to the
contrary.

14.  Notices.  Any  notice  under  this  Agreement  shall be deemed to have been
sufficiently  given if sent by registered or certified  mail,  postage  prepaid,
addressed as follows:

To Enova:                                     To SRUN:

Enova Holdings, Inc.                          Staruni Corporation
9800 South Sepulveda Boulevard, Suite 818     1642 Westwood Boulevard, Suite 201
Los Angeles California 90045                  Los Angeles, California 90024
Telephone:  (310) 410-7290                    Telephone:  (310) 470-9358
Telefax:  (310) 410-7297                      Telefax:  (310) 470-9127
Attn:  Frederic Cohn, Chairman                Attn:  Bruce Stuart, President


15. Miscellaneous.

     A.   Further  Assurances.  At any  time and from  time to time,  after  the
          effective date,  each party will execute such  additional  instruments
          and take such as may be  reasonably  requested  by the other  party to
          confirm or perfect  title to any  property  transferred  hereunder  or
          otherwise to carry out the intent and purposes of this Agreement.

     B.   Waiver. Any failure on the part of any party hereto 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.

     C.   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.

     D.   Counterparts.  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.




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     E.   Governing Law. This  Agreement was negotiated and is being  contracted
          for in the State of  California,  and shall be governed by the laws of
          the  State  of  California,   notwithstanding   any  conflict-of-  law
          provision  to the  contrary.  Any  suit.  action  or legal  proceeding
          arising  from or  related to this  Agreement  shall be  submitted  for
          binding  arbitration   resolution  to  the  Judicial  Arbitration  and
          Mediation  Services in Los  Angeles,  Ca.,  pursuant to their Rules of
          Procedure or any other mutually  agreed upon  arbitrator.  The parties
          agree to abide by decisions  rendered as final and  binding,  and each
          party irrevocably and unconditionally  consents to the jurisdiction of
          such Courts in such suit,  action or legal  proceeding  and waives any
          objection  to the  laying of venue in, or the  jurisdiction  of,  said
          Courts.

     F.   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.

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

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

ENOVA HOLDINGS, INC.                   STARUNI CORPORATION

By:/s/  Frederic Cohn                  By:/s/  Bruce Stuart
   ----------------------------           --------------------------------------
Frederic Cohn, Chairman                Bruce Stuart, President














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