Exhibit 10.20  Agreement with GoCall.com


                               EXCHANGE AGREEMENT


         THIS  EXCHANGE  AGREEMENT  (the  "Agreement")  is made this 23rd day of
December,  1999 by and between The Hartcourt  Companies Inc., a Utah corporation
(`Hartcourt") and GoCall Inc., a Delaware corporation ("GoCall")

         WHEREAS, GoCall and Hartcourt wish to form a strategic alliance for the
development of certain common interests of the two  corporations,  including but
not limited to the development of GoCall's  internet  related  development-stage
businesses and software; and

         WHEREAS,  Hartcourt  and GoCall wish to effect the  proposed  strategic
alliance by exchanging shares of the two respective corporations' common stock.

         IN CONSIDERATION of the mutual promises  contained herein, the benefits
to be derived by each party hereunder and other good and valuable consideration,
the  receipt  and  sufficiency  of  which  are  hereby  expressly  acknowledged,
Hartcourt and GoCall agree as follows:

1.       Exchange

         On the basis of the  representations  and warranties  herein contained,
         subject to the terms and conditions set forth herein,  GoCall agrees to
         exchange One  Million(1,000,000  ) shares of its Convertible  Preferred
         Stock (par value @ $5.00) stock (the GoCall Shares")  exercisable to 10
         shares  of  GoCall  Common  Stock  (Restricted  under  Rule  144 for 12
         months)for each share of Convertible  Preferred Shares so exchanged for
         all of the shares as set forth in Schedule "A" attached hereto and made
         a part hereof.("Hartcourt Shares").

2.       Closing

         A.       Closing Date. The closing of the exchange contemplated by this
                  Agreement (the "Closing") shall occur upon the transfer of the
                  GoCall Shares to Hartcourt (the Transfer  Date"),  on December
                  29, 1999 at 4:00 PM of that day at the offices of Hartcourt. .
                  At the Closing,  Hartcourt shall deliver its  consideration to
                  GoCall and GoCall shall deliver its consideration to Hartcourt
                  in a  simultaneous  transaction.  Notwithstanding  the date of
                  Closing, the Effective Date shall be December 29, 1999.

3.       Representations  and Warranties of GoCall GoCall hereby  represents and
         warrants to Hartcourt that:

         A.       Organization.  GoCall is a corporation validly existing and in
                  good standing  under the laws of Delaware.  with the power and
                  authority to carry on its business as now being conducted. The
                  execution and delivery of this Agreement and the  consummation

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                  of the  transaction  contemplated in this Agreement have been,
                  or will be prior to Closing,  duly authorized by all requisite
                  corporate  action  on the part of  GoCall,  including  but not
                  limited  to  Board  of  Director  Resolutions  ratifying  this
                  transaction and that this Agreement has been duly executed and
                  delivered by GoCall and  constitutes a binding and enforceable
                  obligation  of GoCall.  On  Closing,  a single five (5) member
                  Board of  Directors  shall be  formed  having  three(3)members
                  appointed by Hartcourt and two(2)members appointed by GoCall.

         B.       Third Party Consent No authorization, consent, or approval of,
                  or registration or filing with, any governmental  authority or
                  any other  person is required to be obtained or made by GoCall
                  in connection  with the execution,  delivery or performance of
                  this Agreement, or if required, GoCall has or will obtain same
                  prior to Closing;

         C.       Litigation.  GoCall is not a defendant or a plaintiff  against
                  whom a claim  has been made or  reduced  to  judgement  in any
                  litigation  or  proceedings  before any  local,  state or U.S.
                  foreign government,  or any department,  board, body or agency
                  thereof,  which  could  result in a claim  against  the GoCall
                  Shares or any of GoCall's assets;

         D.       Status of GoCall  Shares.  The GoCall  Shares  will be validly
                  issued by GoCall and it shall  deliver  same to  Hartcourt  at
                  Closing, as well as resolutions of GoCall's Board of Directors
                  wherein GoCall agrees not to issue or demand a "stop transfer"
                  be put into  effect or against  any of the GoCall  Shares,  or
                  otherwise  attempt to restrict the transfer or exchange of the
                  GoCall Shares issued to Hartcourt hereunder.  Further.  GoCall
                  represents  that  it has  not  created  any  option,  security
                  interest or encumbrance upon the GoCall Shares that would give
                  rise to any claims by third parties or otherwise conflict with
                  or preclude the exchange as contemplated herein; and

         E.       Authority.  This  Agreement  has been duly executed by GoCall,
                  and the execution and  performance  of this Agreement will not
                  violate,  or result in a breach of, or constitute a default in
                  any agreement, instrument, judgement, order or decree to which
                  GoCall  is a  party  or to  which  the  GoCall  Shares  may be
                  subject.

4.       Representations and Warranties of Hartcourt

         Hartcourt hereby represents and warrants to GoCall that:

         A.       Organization.  Hartcourt is a corporation validly existing and
                  in good  standing  under  the laws of Utah  with the power and
                  authority to carry on its business  now being  conducted.  The
                  execution and delivery of this Agreement and the  consummation
                  of the  transaction  contemplated in this Agreement have been,
                  or will be prior to Closing,  duly authorized by all requisite
                  corporate action on the part of Hartcourt.  This Agreement has
                  been duly executed and delivered by Hartcourt and  constitutes
                  a binding, and enforceable obligation of Hartcourt;

         B.       Third Party Consent.  No authorization,  consent,  or approval
                  of, or registration or filing with, any governmental authority
                  or any other  person is  required  to be  obtained  or made by
                  Hartcourt  in  connection  with  the  execution,  delivery  or
                  performance of this Agreement,  or if required,  GoCall has or
                  will obtain same prior to Closing;

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         C.       Litigation.  Hartcourt  is  not  a  defendant  or a  plaintiff
                  against  whom a  counterclaim  has  been  made or  reduced  to
                  judgement in any litigation or  proceedings  before any local,
                  state U.S. or foreign  government,  or any department,  board,
                  body or agency thereof,  which could result in a claim against
                  Hartcourt enacting this transaction.

         D.       Status of  Hartcourt  Owned  Shares.  The Shares  constituting
                  Hartcourt's  consideration  Schedule  "A"  annexed  hereto and
                  incorporated  herein by reference will be validly  endorsed by
                  Hartcourt or released to GoCall by written  authorization duly
                  executed  by  Hartcourt  which it shall  deliver  to GoCall at
                  Closing. Further, Hartcourt represents that it has not created
                  any option,  security  interest or encumbrance upon the Shares
                  that  would  give  rise to any  claims  by  third  parties  or
                  otherwise   conflict   with  or  preclude   the   exchange  as
                  contemplated herein; and Hartcourt has never been an affiliate
                  of any of the companies in Schedule "A."

         E.       Authority. This Agreement has been duly executed by Hartcourt,
                  and the execution and  performance  of this Agreement will not
                  violate,  or result in a breach of, or constitute a default in
                  any agreement, instrument, judgement, order or decree to which
                  Hartcourt is a party or to which the  Hartcourt  Shares may be
                  subject.

5.       Conditions Precedent to Obligations of Hartcourt and GoCall

         All  obligations  of  Hartcourt  and GoCall  under this  Agreement  are
         subject to the fulfillment, prior to or as of the Closing Date, of each
         of the following conditions:

         A.       Transfer and Delivery of the Securities.  Hartcourt shall have
                  endorsed  or assigned  or  delivered  the Shares to GoCall and
                  GoCall shall have issued and  delivered  the GoCall  Shares to
                  Hartcourt pursuant to this Agreement.

         B        Acceptance  of  Documents.   All   instruments  and  documents
                  delivered to the parties hereto, pursuant to the provisions of
                  this   Agreement,   and  the  terms  and   conditions  of  the
                  agreement(s) shall be satisfactory to Hartcourt and GoCall.

6.       Availability of Information

         Hartcourt and GoCall each represent that, by virtue of their respective
         business  activities and economic  bargaining power or otherwise,  they
         have been able to conduct  their own due  diligence and have had access
         to or have  been  furnished  with,  prior to or  concurrently  with the
         execution hereof, the information which they consider to be adequate to
         make a decision to exchange the GoCall Shares for the  Hartcourt  owned
         Shares.

7.       Private Transaction

         A.       Private  Offering.  GoCall and Hartcourt each  understand that
                  the  exchange   contemplated  herein  constitutes  a  private,
                  arms-length transaction between the parties without the use or
                  reliance upon a distribution or securities underwriter.

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         B.       Purchase for Own Account.  Neither  GoCall nor  Hartcourt  are
                  underwriters  of, or dealers in, the respective  securities to
                  be exchanged hereunder, and neither party is acting as such or
                  participating  pursuant  to a  contractual  agreement,  in the
                  distribution of such securities.

         C.       Investment Risk. Hartcourt and GoCall acknowledge the exchange
                  contemplated  by this  Agreement  may involve a high degree of
                  financial  risk,  including  the risk that one or both parties
                  may lose its entire investment.

         D.       Access to Information. GoCall and Hartcourt and their advisors
                  each  have  been  afforded  the  opportunity  to  discuss  the
                  transaction  contemplated  herein  with  legal and  accounting
                  professionals,  and to  examine  and  evaluate  the  financial
                  impact of such exchange.

         E.       This  Agreement has been duly  executed by Hartcourt,  and the
                  execution and  performance of this Agreement will not violate,
                  or  result  in a breach  of, or  constitute  a default  in any
                  agreement,  instrument,  judgement,  order or  decree to which
                  Hartcourt is a party or to which the  Hartcourt  Shares may be
                  subject.

8.       Termination

         This  Agreement  may be  terminated  at  anytime  prior  to the date of
         Closing by either party if (a) 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
         transaction  contemplated by this Agreement, and which, in the judgment
         of such party giving  notice to terminate  and based upon the advice of
         legal counsel,  makes it  inadvisable  to proceed with the  transaction
         contemplated by this Agreement.

9.       Miscellaneous

         A.       Authority. The officers of Hartcourt and GoCall executing this
                  Agreement  are duly  authorized  to do so and each  party  has
                  taken all action  required by law or otherwise to properly and
                  legally execute this Agreement.

         B.       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 GoCall Inc.   GoCall Inc.
                                   15 Queen Street East
                                   Cambridge, Ontario, Canada N3C 2A7
                                   Telephone: (519)651-2121
                                   Facsimile: (519) 651-0457

                  To Hartcourt:    The Hartcourt Companies Inc.
                                   1196 E. Willow St.
                                   Long Beach, CA 90806
                                   Telephone: (562) 426-9796
                                   Facsimile:  (562) 426-8896

                  or to any other  address  which may hereafter be designated by
                  either party by notice given in such manner. All notices shall
                  be deemed to have been given as of the date of receipt.

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         C.       Entire  Agreement.   This  Agreement  sets  forth  the  entire
                  understanding  between the  parties  hereto and no other prior
                  written or oral statement or agreement  shall be recognized or
                  enforced.

         D.       Severability.  If a court of competent jurisdiction determines
                  that any clause or  provision  of this  Agreement  is invalid,
                  illegal or unenforceable,  the other clauses and provisions of
                  the  Agreement  shall  remain in full force and effect and the
                  clauses  and  provisions  which  are  determined  to be  void,
                  illegal or  unenforceable  shall be limited so that they shall
                  remain in effect to the extent permissible by law.

         E.       None of the parties hereto may assign this  Agreement  without
                  tbe  express  written  consent  of the other  parties  and any
                  approved  assignment  shall  be  binding  on and  inure to the
                  benefit  of such  successor  or,  in the  event  of  death  or
                  incapacity on assignor's heirs, executors,  administrators and
                  successors.

         F.       Applicable  Law.  This  Agreement bas been  negotiated  and is
                  being contracted for in the State of California,  and it shall
                  be governed by the laws of California,  County of Los Angeles,
                  notwithstanding any conflict-of-law provision to the contrary.

         G        Litigation.   If  any   legal   action   or  other   preceding
                  (non-exclusively  including  arbitration)  is brought  for the
                  enforcement  of or to declare  any right or  obligation  under
                  this  Agreement  or  as a  result  of  a  breach,  default  or
                  misrepresentation  in connection with any of the provisions of
                  this  Agreement,  or otherwise  because of a dispute among the
                  parties  hereto,  the  prevailing  party will be  entitled  to
                  recover  actual  attorney's  fees  (including  for appeals and
                  collection)  and other  expenses  incurred  in such  action or
                  proceeding,  in  addition  to any other  relief to which  such
                  party may be entitled.

         H.       No  Third  Party  Beneficiary.   Nothing  in  this  Agreement,
                  expressed or implied.,  is intended to confer upon any person,
                  other than the parties hereto and their successors, any rights
                  or remedies under or by reason of this Agreement,  unless this
                  Agreement specifically states such intent.

         I.       It is  understood  and  agreed  that  this  Agreement  may  be
                  executed  in any  number of  identical  counterparts,  each of
                  which may be deemed an original for all purposes.

         J.       Further  Assurances.  At any time, and from time to time after
                  the Closing,  each party  hereto will execute such  additional
                  instruments   and  take  such  action  as  may  be  reasonably
                  requested  by the other  party to confirm or perfect  title to
                  the securities being exchanged pursuant to this Agreement,  or
                  otherwise  to  carry  out  the  intent  and  purposes  of this
                  Agreement.

          K.      Broker's or Finder' s Fee: Expenses. GoCall and Hartcourt each
                  warrant that they have not incurred any liability,  contingent
                  or  otherwise,  for  brokers' or finders  fees or  commissions
                  relating  to this  Agreement  for which the other  party shall
                  have responsibility.  Except as otherwise provided herein, all
                  fees, costs and expenses  incurred by either party relating to
                  this Agreement shall be paid by the party incurring same.

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         L.       Amendment or Waiver.  Every right and remedy  provided  herein
                  shall be cumulative with every other right and remedy, whether
                  conferred  herein,  at law, or in equity,  and may be enforced
                  concurrently  herewith,  and no  waiver  by any  party  of the
                  performance  of any obligation by the other shall be construed
                  as  a  waiver  of  the  same  or  any  other   default   then,
                  theretofore,  or thereafter occurring or existing. At any time
                  prior to Closing,  this  Agreement may be amended by a writing
                  signed by all parties hereto.


         M.       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.

         N.        Facsimile.  A facsimile,  telecopy or other  reproduction  of
                   this instrument may be executed by one or more parties hereto
                   and such  executed  copy may be  delivered  by  facsimile  or
                   similar instantaneous electronic transmission device pursuant
                   to which the  signature  of or on behalf of such party can be
                   seen,  and 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  instrument  as well as any  facsimile,  telecopy  or
                   other reproduction hereof.

         O.       Announcements  Except as  required  by law,  no  announcements
                  shall be made by either  party with  respect to the receipt or
                  acceptance  of this  agreement,  or the  transaction  proposed
                  herein without the prior written permission of the other.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.


"GoCall"                                "Hartcourt"
GoCall, Inc.                            The Hartcourt Companies, Inc.
By:                                     By:

--------------------------              ------------------------------
Michael Ruge, CEO                       Alan V. Phan, Chairman

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                                  SCHEDULE "A"


1.       2,850,000 Common Stock Shares in Dega Technology, Inc.,
         symbol:  DEGA        500,000 Restricted, Balance without legend

2.       2,400,000 Preferred Shares in NuOasis Resorts, Inc.
         symbol:  NUOA        without legend

3.       1,500,000 Common Stock Shares in Oasis Resorts International Inc.
         symbol:  OAIS        without legend

4.       192,000 Common Stock Shares in Electronic Components & Systems, Inc.
         symbol:  ECSX        without legend


AS TO ALL OF THE ABOVE  SHARES,  HARTCOURT  REPRESENTS  AND WARRANTS  THAT IT IS
RELYING  UPON  THE  REPRESENTATIONS  OF  ITS  PREDECESSOR  IN  TITLE  CONCERNING
"LEGENDS"  AND IT  CANNOT  ITSELF  CONFIRM  THIS  INFORMATION  NOR IS IT  HEREIN
PRESENTING AS TO THE TRUTH OR VALIDITY OF SUCH CLAIMS.