Exhibit 10.19 Agreement with Beijing UAC Stock Trading Online Co., Ltd.



                     Beijing UAC Stock Trade Online Co. Ltd.
                            (                      )
                                       and
                          The Hartcourt Companies Inc.



                       Contractual Joint Venture Contract









                                  June 30, 1999

                          Chapter 1 General Provisions

In accordance with the "Law of the People's Republic of China on Chinese-Foreign
Cooperative  Joint  Ventures" and other relevant  Chinese laws and  regulations,
Beijing UAC Stock Trade Online Corporation Limited and Hartcourt Companies Inc.,
adhering to the  principle of equality and mutual  benefit and through  friendly
consultations,  agree to jointly  invest to set up a  cooperative  joint venture
enterprise in Beijing, the People's Republic of China. Both parties have entered
into this Contract on the terms and conditions set forth below.


                                Chapter 2 Parties

Article 1.  The parties to this Contract are as follows.

Party A:                 Beijing UAC Stock Trade Online Co. Ltd.
Registered Address:      Da Yuan Hotel, 1 Fu Yuan Men, Hai Dian District,
                         Beijing,  China
Legal Representative:    Shi Zhang
            Position:    President  Nationality: China

Party B:                 Hartcourt Companies Inc.
Registered Address:      1198 E. Willow St Long Beach, CA. 90806, USA
Legal Representative:    Alan V. Phan
            Position:    President Nationality:  USA

<PAGE>

                          Chapter 3 Organizational Form

Article 2. In  accordance  with the "Law of the  People's  Republic  of China on
Chinese-Foreign  Cooperative  Joint  Ventures  " and  other  relevant  laws  and
regulations  of China,  Party A and Party B agree to set up a contractual  joint
venture company (hereafter referred to as the JV Company).

Article 3. The  Chinese  name of the Company  shall be: The English  name of the
Company shall be: UAC Stock Exchange Online Co. LTD.

The legal  address  of the  Company  shall be:  B1005,  Tsing Hua Xue Yan Office
Building, Hai Dian District Shuang Qing Road, Beijing, China

Article 4. The Company shall be a Chinese legal  person.  All  activities of the
Company  shall be governed  and  protected  by the laws and  relevant  rules and
regulations of China.

Article 5.  The names and the legal addresses of Party A and Party B are:
Party A:  Beijing UAC Stock Exchange Online Co. Ltd.
Registered Address:  B1005 Xue Yan Building, Tsing Hua Science Park,
Hai Dian District, Beijing 100084, China
Party B:  Hartcourt Companies Inc.
Registered Address: 1198 E. Willow St Long Beach, CA. 90806, USA

Article 6. The cooperative joint venture company shall be organized as a limited
liability  company.  As such,  the  Company  shall only be  responsible  for the
liabilities  of up to the total  amount of the total  registered  capital of the
Company.  Subject to the foregoing, the profits, risks and losses of the Company
shall be shared by the parties in accordance  with the  provisions  set forth in
the contract.

        Chapter 4 Objectives, Scope and Scale of Production and Business

Article 7. The objective of the joint venture of the parties is, in keeping with
the desire of mutual benefiting,  enhancing  economic  cooperation and technical
exchange,  and develop China's electronic  information industry,  adopt advanced
and  appropriate  technology  and  scientific  management  method,   manufacture
advanced  and  unique  cooperatively  produced  products,  achieve  satisfactory
economic benefit for both parties.

<PAGE>

Article 8. The business scope of the JV Company shall be as follows:  technology
development,  service, consulting,  transferring and training; computer software
development;   computer   communication  network  project;   sales  of  computer
peripheral equipment,  mechanical and electronic  equipment,  electronic device,
hardware and electric equipment, and air conditioner.

Article 9. The business scale of the JV Company shall be small-scale  technology
intense software production company.

           Chapter 5 Registered Capital and Conditions for Cooperation

Article 10. The registered  capital of the Company shall be USD 1,000,000,  (one
million dollars) of which Party B shall  contribute USD 1,000,000.  Party A will
contribute its software,  technology and market share.  Party A and Party B will
own 65% and 35% of the JV Company, respectively.

Article 11.  Within one month from the date the JV company  obtains its business
license,  both parties shall transfer their  respective  contribution,  cash and
assets,  according  to the  terms of this  contract,  to the JV  company  in one
installment.

Article 12. When both parties have made their respective  contributions in full,
a Certified  Public  Accountant  in China shall be  appointed  by the Company to
verify the contributions and issue a verification report.  Thereupon,  the Board
of the Company shall issue a Certificate of Investment to each party pursuant to
such report.

Article 13. During the period of joint venture,  no party should reduce its cash
and assets contribution in the JV company.

Article 14. If both parties  believe it is necessary,  after the board makes the
decision  and  receives  approval  from the  authority  who  approved  the joint
venture, the JV company can increase registered capital.

Article  15. In case any party  intends  to  assign  all or part of its  capital
contribution  to a third party,  consent shall be obtained from the other party.
The  assignment  shall be  submitted  to the  original  approval  authority  for
examination and approval.  Upon receipt of the approval of the original approval
authority the Company shall  register the change in ownership  with the relevant
governmental authorities.  After each such assignment,  the Company shall cancel
the original  Investment  Certificate issued to the Party which has assigned its
capital  contribution  and issue a new  Investment  Certificate  to show the new
ownership interest in the Company.

Article 16. When one party to the Company assigns all or part of its investment,
the other party shall have the preemptive right to purchase the same.

<PAGE>

                           Chapter 6 Loan Application

Article 17. Among the JV company's total  investment,  besides the  contribution
from  both  parties,  if a loan is  necessary  due to  insufficient  fund in the
business operation,  the JV company can apply loan from financial  institutions.
The Party A may assist the loan application if necessary.

Article 18. Both parties shall guarantee the loan according to their  percentage
of ownership in the JV company.

                    Chapter 7 Responsibilities of the Parties

Article 19. In addition to its other  obligations  under this Contract,  Party A
shall be responsible for the following  matters:  (1) to apply with the relevant
departments  in China for  approval,  registration,  business  license and other
matters concerning the establishment of the Company;  (2) to apply with the land
administration for obtaining the land use right for the Company;  (3) to provide
the investment and conditions for cooperation as stipulated in the Article 10 in
this contract;  (4) to assist the Company in applying for and putting into place
basic  facilities  for  such  things  as  water  supply,   electricity   supply,
transportation,  etc.; (5) to assist foreign personnel and staff in applying for
entry visa, work permits and in handling their travel arrangements, etc.; (6) to
assist the Company to sell the cooperatively produced products within China; and
(7) to be responsible for other matters entrusted by the Company and accepted by
Party A.

Article 20. In addition to its other  obligations  under this contract,  Party B
shall  be  responsible  for  the  following  matters:  (1)  to  provide  capital
investment as stipulated in the Article 10 in this contract; (2) to assist Party
A personnel with entry visa  formalities for them to visit and receive  training
outside of China, and arrange for living accommodations and suitable working and
studying  conditions;  (3) to provide advanced business  management  experience,
knowledge,  and assist the Company in establishing a quality  assurance  system;
(4) to be responsible for other matters entrusted by the Company and accepted by
Party B.

                          Chapter 8 Board of Directors

Article 21. The date of issuance of the business license of the Company shall be
the date of the establishment of the Board of Directors of the Company.

<PAGE>

Article 22. The Board of  Directors  shall be composed  of three  Directors,  of
which two shall be  appointed  by Party A and one shall be appointed by Party B.
The Chairman of the Board shall be  appointed  by Party A and its  Vice-chairman
shall be  appointed by Party B. The term of office for the  Directors,  Chairman
and  Vice-chairman  is four  years.  Their  term of  office  may be  renewed  if
reappointed by the appointing party.

Article  23.  The  Board of  Directors  shall be the  highest  authority  of the
Company. It shall discuss and decide all major issues including:
1.   Make  decision to hire  president,  chief  engineer,  accountant  and other
     senior employees;
2.   Approve important report submitted by the president;
3. Approve year end financial statement, budget, yearly profit distribution;  4.
Increase the JV company's registered capital, asset guarantee, one party's
     assign of its all or partial ownership in the JV company;
5.   Make decision to set up branch offices;
6.   Revise the joint venture contract and the article of the company;
7.   Discuss and decide the JV company's  cease of  production,  termination  or
     merger with another organization;
8.   Be  responsible  for the  liquidation  upon the  termination  of the  joint
     venture or at the end of the joint venture period;
9. Other important matters that should be decided by the board.

Article 24. The  Chairman of the Board shall set the agenda  after  consultation
with the Vice-chairman and shall be responsible for convening and presiding over
such  meetings.  The meeting  record shall be made in Chinese and shall be filed
with the Company. The meeting record shall be signed by all attending directors.
If a proxy attends the meeting, the proxy shall sign the record.

Article 25.  Should a Director be unable for some reason to  participate  in the
Board  Meeting,  he  shall  issue a power of  attorney  and  entrust  a proxy to
participate  in the  meeting  with the same  rights and  powers as the  Director
issuing the power of attorney.  If a Director fails to participate or to entrust
another to participate, he will be deemed as having waived such right.

Article 26. The minimum  number of people  attending  the board meeting shall be
two-third  of the total  number of  directors.  If less  than  two-third  people
attending, any resolution passed in the meeting is void.

Article  27.  The  Chairman  of the  Board is the  legal  representative  of the
Company. Should the Chairman be unable to exercise his responsibilities for some
reasons,  he  shall  authorize  the  Vice-chairman  or any  other  Directors  to
represent the Company temporarily.

<PAGE>

           Chapter 9 Distribution of Profits, Losses and Risks (Fees)

Article 28. The profits,  risks and losses will be distributed  according to the
following proportion: Party A: 65%, Party B: 35%

Article  29.  Within the term of the  Company,  it is agreed  that the risks and
losses  will be  jointly  shared  by both  parties  according  to the  following
proportion:  Party A: 65%, B: 35%, no matter how much profit Party A and Party B
have obtained or will obtain respectively.

                          Chapter 10 Joint Venture Term

Article  30. The term of the JV Company  shall be 15 years  commencing  from the
date of issuance of the Company's business license.

Article 31. By agreement of Party A and Party B,  application  for  extension of
the term of the Company may be submitted to the Approval  Authority no less than
six (6) months  prior to the  expiration  of the term.  The term may be extended
subject to approval of the Approval  Authority and  procedures  for amending the
registration shall be carried out with the relevant office of the administration
for industry and commerce.

<PAGE>

                     Chapter 11 Termination and Liquidation

Article  32. The  Contract  shall  terminate  upon the  expiration  of the joint
venture  term,  unless  extended  pursuant  to Article 31 of this  Contract.  In
addition  to  this,  and to any  other  reasons  stated  elsewhere  herein,  the
following  shall  constitute the reason for  termination of this contract before
the  term  of the  expiration  of this  contract.  (1) if one  party  materially
breaches this Contract;  (2) if the  cumulative  losses of the Company exceed an
amount  acceptable  to the  parties;  (3) if,  at any  time  after  the  Company
commences  manufacturing  the  cooperatively  produced  product,  and  after the
parties have made best  efforts,  Party A and Party B confirm that a performance
level sufficient to warrant continued  operations cannot or will not be met; (4)
if the  conditions  or  consequences  of force  majeure  prevail for a period in
excess of three (3) months and the parties have been unable to find an equitable
solution;  or (5) for other reasons provided for in this Contract or in relevant
laws and regulations of China.

Article 33. Upon the expiration of the term or termination in advance, the Board
of Directors shall promptly formulate  procedures and principles for liquidation
and shall  appoint a  committee  ("the  Liquidation  Committee")  to assess  and
liquidate the Company's  remaining assets in accordance with the applicable laws
and regulations and the principles set out below: (1) the Liquidation  Committee
shall be made up of two  members,  of which one members  shall be  appointed  by
Party A and one members by Party B. Members of the  Liquidation  Committee  may,
but need not be, members of the Board of Directors.  Each party may also appoint
specialists,  such as accountants and lawyers,  to be members of the Liquidation
Committee. The Board of Directors shall report the formation of the Committee to
the JV company and to appropriate  authorities;  (2) the  Liquidation  Committee
shall have the power to represent  the Company in  instituting  or responding to
legal actions  (including  arbitration);  (3) the  Liquidation  Committee  shall
conduct a thorough  examination of the Company's assets and  liabilities.  Based
upon such valuation,  the Liquidation Committee shall develop a liquidation plan
that,  if  approved  by the  Board of  Directors,  shall be  executed  under the
Liquidation  Committee's  supervision;  (4) the liquidation expenses,  including
remuneration  to  members  of the  Committee  and  advisors  to the  Liquidation
Committee,  shall be paid out of the Company's  assets in priority to the claims
of other  creditors;  (5) after the  liquidation  of the  Company's  assets  and
settlement of all of its outstanding  debts,  the balance of its assets shall be
paid over to the parties in the proportion as follows: Party A 65%, Party B 35%;
(6) on Completion of all liquidation procedures, the Liquidation Committee shall
submit a final  report  approved  by the  Board  of  Directors  to the  original
approval  authority,  and apply with the local office of the  administration for
industry and commerce for cancellation of the registration. Chapter 12 Insurance

<PAGE>

Article 34. The Company  shall at all times during the term of the joint venture
effect and maintain full and adequate  insurance  against loss or damage by fire
and such other risks as are customarily  issued in connection with the operation
of this type of Company.

Article 35. Insurance policies of the Company on various kinds of risks shall be
underwritten  with the insurance  company(ies)  in China.  Types,  the value and
duration of insurance  shall be discussed  and decided by the Board of Directors
in accordance with the stipulations of the insurance company.

                        Chapter 13 Settlement of Dispute

Article 36. Any dispute  arising during the  implementation  of this contract or
related to this contract should be resolved  through  friendly  discussion among
the joint venture  parties.  If, within 15 days from the date any party notified
the other  party in writing  the  existence  of the  dispute  according  to this
Article,  the dispute can not be settled,  the dispute  should be  submitted  to
arbitration  committee for arbitration according to arbitration  procedure.  The
arbitration is final and bonding to both parties.

                   Chapter 14 Liability for Breach of Contract

Article 37. Should either party fail to contribute in full its  contribution  in
accordance with this Contract,  the breaching party shall pay to the other party
5% of the amount the  breaching  party  failed to pay,  starting  from the first
month after  exceeding  the time limit;  should either party fail to provide its
conditions for cooperation in accordance with this Contract, the breaching party
shall pay to the other  party 5% of the total  capital of the  Company  from the
first month after exceeding the time limit.

Article 38. A thirty (30) day grace period  shall be allowed  before the penalty
is applied.  Said penalties shall accrue hereunder for a maximum period of three
(3)  months  after  which  the  party  not in  default  shall  have the right to
terminate this Contract as provided in Article 32

Article 39.  Should all or part of the Contract and its  appendices be unable to
be  fulfilled  owing to the fault of one  party,  the party  shall  bear all the
responsibility.  But if the other  party  fails to take  appropriate  measure to
prevent  further lose, the other party has no right to demand  compensation  for
the  further  lose  from the  breaching  party.  Should  it be the fault of both
parties, they shall bear their responsibilities respectively.

<PAGE>

                            Chapter 15 Governing Law

Article 40. The draft, effect,  explanation,  implementation,  and settlement of
dispute of this  contract are all governed by the laws of the People's  Republic
of China.

                               Chapter 16 Language

Article 41. This  contract is written in both  Chinese and  English.  If the two
versions do not agree, the Chinese version shall be considered accurate.

           Chapter 17 Effectiveness of the Contract and Miscellaneous

Article 42. The Contract and its appendices  shall come into force from the date
of approval of the examination and approval authority.

Article 43. Any  amendment of this  Contract or its  appendices  shall come into
force  only  after  the  written  agreement  signed  by Party A and  Party B and
approved by the original examination and approval authority.

Article 44.  Failure or delay on the part of either party hereto to exercise any
right,  power or privilege  under this  Contract,  or under any other  agreement
relating hereto,  shall not operate as a waiver thereof; nor shall any single or
partial  exercise of any right,  power or  privilege  preclude  any other future
exercise thereof.

Article 45. Any notice or  communication  provided  for this  Contract by either
party to the other, if it is send via telegram,  facsimile and it is relevant to
each  party's  rights and  responsibilities,  shall be  confirmed  in writing in
Chinese  or  English by  registered  airmail  letter,  promptly  transmitted  or
addressed to the appropriate party. All notices and communications shall be sent
to the appropriate  address set forth below, until the same is changed by notice
given in writing to the other party or the parties, as the case may be.

<PAGE>

Party A
      Address: B 1005, Xue Yan Building, Qing Hua Science Park
                     Hai Dian District, Beijing 100084, China
      Telephone:  62770797
      Fax:  62780359
      Attention:  Zhang Shi

Party B
      Address: 1198 E. Willow St Long Beach, CA. 90806, USA
      Telephone: 562 426 9796
      Fax: 562 490 0633
      Attention: Dr. Alan Phan

Article 46. The Appendices  attached  hereto are hereby made an integral part of
this Contract and are equally binding on this Contract.

Article 47. Each of the parties  hereto has caused this  Contract to be executed
by its duly authorized representatives on the 2nd July 1999 in China.

Representative of Party A               Representative of Party B


/s/  Zhang, Shi                         /s/  Alan V. Phan
-----------------------------           ---------------------------------------
     Zhang, Shi                              Alan V. Phan

<PAGE>

                             JOINT VENTURE AGREEMENT



Two Parties of This Agreement:


Party A:       The Hartcourt Companies, Inc.
Address:       1198 E. Willow St Long Beach, CA. 90806 USA
               Authorized Representative: Dr. Alan V. Phan, Chairman and CEO


Party B:      Zhang, Shi (??)
              Owner of Beijing UAC Stock Trade Online Co. Ltd.
              (                    )
Address:      Tong Fang Plaza, Building B,
              Tsing Hua Science and Technology Park,
              Beijing 100084


WHEREAS:

     1.   The  two  parties  agreed  to  form a joint  venture  company  (herein
          referred  to as  the JV  company)  operating  under  the  laws  of the
          People's  Republic of China.  The Chinese name of the JV company is: .
          And the English name of the JV company is:  Beijing UAC Stock Exchange
          Online Co. LTD.

     2.   The  detailed  terms of the JV  company  are set  forth in the  "Joint
          Venture Agreement" between Beijing UAC Stock  Trading  Online Co. Ltd.
          (         ) and The Hartcourt Companies Inc. and signed on August 9th,
          1999.

     3.   Party B agreed to transfer all tangible and intangible assets,  except
          the real estate property, of Beijing UAC Stock Trading Online Co. Ltd.
          To the JV company in exchange for Fifty (50%) percent ownership of the
          JV company.

     4.   Party A agreed to invest One Million US dollars ($1,000,000) in the JV
          company and pay Party B One Million and Seven Hundred Thousand Dollars
          ($1,700,000)  to pay Party B. In addition,  Party A agreed to transfer
          One Million  (1,000,000) common shares of Hartcourt  (OTC:HRCT) to the
          JV company, from which 200,000 shares shall be used to pay Party B for
          existing loan to the company and 800,000 shares to be recorded as loan
          from Hartcourt  Companies to the JV company.  All above payments shall
          be made  within 15 days from the date of  issuance  of the JV  company
          license.

                                       1

<PAGE>

     5.   Party A has the right to assign this  agreement  to another  US-listed
          company. The term of the agreement shall remain the same.

     6.   The  agreement,   its  effect,   interpretation,   implementation  and
          settlement  of dispute all are  governed  by the laws of the  People's
          Republic of China.

     7.   This  agreement  is written in both  Chinese and  English.  If the two
          versions  do not  agree,  the  Chinese  version  shall  be  considered
          accurate.


Party A: The Hartcourt Companies, Inc.  Party B: Zhang, Shi (    )


Representative:                         Representative:


s/s/ Alan Phan                          s/s/ Zhang Shi
-----------------------------           ---------------------------------------
     Dr. Alan V. Phan                        Zhang, Shi

Date:  August 9th, 1999                 Date:  August 9th, 1999

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