ARTICLES OF AMENDMENT
                                     OF THE
                            ARTICLES OF INCORPORATION
                                       OF
                          THE HARTCOURT COMPANIES, INC.
                      DESIGNATING SERIES A PREFERRED STOCK

         Alan Phan and Frederic  Cohn certify  that they are the  President  and
Secretary,  respectively,  of The Hartcourt Companies,  Inc., a Utah corporation
(hereinafter referred to as the "Corporation" or the "Company");  that, pursuant
to the Articles of Incorporation, as amended, and Section 16-10a-602 of the Utah
Business  Corporation  Act,  the Board of Directors  of the  Corporation  acting
without  shareholder  approval,   which  is  not  required  under  such  Section
16-10a-602  adopted the  following  amendment  to Article IV of the  Articles of
Incorporation on October __, 1997:

         The  following  is  hereby  appended  to the end of  Article  IV of the
Articles of Incorporation:

                      SERIES A CONVERTIBLE PREFERRED STOCK

         1. Creation of Series A Convertible  Preferred  Stock.  There is hereby
created a series of preferred  stock,  consisting of 4,000 shares and designated
as  the  Series  A  Convertible  Preferred  Stock,  having  the  voting  powers,
preferences, relative, participating,  optional and other special rights and the
qualifications, limitations and restrictions thereof that are set forth below.

         2.  Dividend  Provisions.  In the  event  the  Corporation  declares  a
dividend payable to shareholders of Common Stock of the Corporation, the holders
of shares of Series A Convertible Preferred Stocks shall be entitled to receive,
out  of any  funds  at the  time  legally  available  therefor,  dividends  (the
"Dividends")  at a rate equal to the amount which such holders would be entitled
to  receive,  if such  holders  of  Series A  Convertible  Preferred  Stock  had
converted  their shares into Common Stock of the Company as set forth in Section
5(a)(1)(B)  on the  business  day  immediately  prior to the record date for the
payment of such  dividend.  Each share of Series A Convertible  Preferred  Stock
shall rank on a parity with each other share of Series A  Convertible  Preferred
Stock and Series B Convertible Preferred Stock with respect to Dividends.

         3.  Redemption  Provisions.  The Series A Convertible  Preferred  Stock
shall be subject to redemption, at any time at the option of the Corporation, at
a redemption  price equal to $1,000 per share plus accrued and unpaid  dividends
to the date of redemption.  Such redemption shall be effected by the Corporation
on no less  than  ten  day's  written  notice  to the  holders  of the  Series A
Convertible  Preferred Stock,  such notice to be deemed given, when delivered by
person or by  facsimile  transmission,  provided  such  delivery  is followed by
delivery by overnight  courier or personal  delivery  within two  business  days
thereof,  provided,  however, that such notice and redemption will be terminated
and of

                                                         1

<PAGE>



no force or effect in the event a holder submits a Notice of conversion prior to
the date of redemption.

         4. Liquidation Provisions. In the event of any liquidation, dissolution
or winding up of the Corporation, whether voluntary or involuntary, the Series A
Convertible  Preferred  Stock shall be  entitled  to receive an amount  equal to
$1,000.00  per  share,  plus  accrued  but  unpaid  Dividends.  After  the  full
preferential  liquidation  amount has been paid to, or determined  and set apart
for, all other series of Preferred  Stock  hereafter  authorized and issued,  if
any, the  remaining  assets of the  Corporation  available for  distribution  to
shareholders shall be distributed ratably to the holders of the common stock. In
the event the  assets  of the  Corporation  available  for  distribution  to its
shareholders are insufficient to pay the full  preferential  liquidation  amount
per share  required  to be paid to the  holders  of the  Corporation's  Series A
Convertible  Preferred  Stock,  the entire  amount of assets of the  Corporation
available for distribution to shareholders  shall be paid up to their respective
full liquidation amounts first to the Series A Convertible  Preferred Stock, the
Series B  Convertible  Preferred  Stock and the Series C  Convertible  Preferred
Stock,  and to any other  series of Preferred  Stock  hereafter  authorized  and
issued, all pari passu, all of which amounts shall be distributed  ratably among
holders of each such series of Preferred  Stock, and the holders of common stock
shall receive nothing. A reorganization or any other  consolidation or merger of
the Corporation with or into any other corporation,  or any other sale of all or
substantially all of the assets of the Corporation,  shall not be deemed to be a
liquidation,  dissolution or winding up of the Corporation within the meaning of
this Section 4, and the Series A Convertible  Preferred  Stock shall be entitled
only  to (i)  the  right  provided  in  any  agreement  or  plan  governing  the
reorganization  or other  consolidation,  merger or sale of assets  transaction,
(ii) the rights  contained  in the Utah  General  Corporation  Law and (iii) the
rights contained in other Sections hereof.

         5.       Conversion Provisions.  The holders of shares of Series
A Convertible Preferred Stock shall have conversion rights as
follows (the "Conversion Rights"):

                  (a)      Right to Convert.

                           (1) Each  share of  Series  A  Convertible  Preferred
                  Stock (the "Preferred  Shares") shall be  convertible,  at the
                  option of its holder,  upon 75 days  notice at any time,  into
                  either (A) a number of shares of fully-paid and non-assessable
                  common stock of Electronic  Companies  and  Services,  Inc., a
                  Nevada  corporation  and a  wholly  owned  subsidiary  of  the
                  Corporation  ("ECS  Nevada")  equal  to  .0075%  of the  total
                  outstanding shares of ECS Nevada common stock (the "ECS Nevada
                  Conversion  Rate") or (B) a number of shares of fully paid and
                  non-assessable   Common  Stock  of  the   Corporation  at  the
                  conversion rate (the

                                                         2

<PAGE>



                  "Conversion  Rate")  equal to  $1,000  divided  by the  Market
                  Price.  For  purposes of this  Section  5(a)(1),  Market Price
                  shall be the  closing  bid  price of the  Common  Stock on the
                  Conversion Date, as reported by the Electronic  Bulletin Board
                  sponsored by the National  Association of Securities  Dealers,
                  the closing bid price on the NASDAQ  Small Cap Market,  if the
                  Common Stock is then trading on the NASDAQ Small Cap Market or
                  the last sale price of the Common Stock on any stock  exchange
                  or NASDAQ National Market System,  if the Common Stock is then
                  trading  on  such  exchange  or  NASDAQ/NMS.  The  ECS  Nevada
                  Conversion  Rate  shall be  determined  based on the number of
                  shares of ECS Nevada Common Stock then  outstanding on a fully
                  diluted  basis,  after giving effect to the  conversion of all
                  outstanding  convertible  securities  and the  exercise of all
                  options or  warrants  to  purchase  ECS Nevada  Common  Stock;
                  provided,  however,  that on and after the Public Date the ECS
                  Nevada Conversion Rate shall be determined based on the number
                  of fully diluted shares of ECS Nevada Common Stock outstanding
                  as of the Public Date,  after giving effect to the  conversion
                  of all convertible  securities and the exercise of all options
                  or warrants to purchase ECS Nevada common stock outstanding as
                  of the Public Date. For purposes of this Section 5(a)(1),  the
                  "Public  Date" shall be the earlier of (x) the date on which a
                  registration   statement   filed  by  ECS  Nevada   under  the
                  Securities Act of 1933 or the Securities Exchange Act of 1934,
                  or  successor  statutes,  has  become  effective,  whether  by
                  acceleration  or by operation of law, or (y) the first date on
                  which a class of the common  stock of ECS Nevada  first trades
                  on an inter-dealer quotation system or any stock exchange.

                           The holder shall notify the Corporation, by facsimile
                  notice to the Corporation at (310) 403-1130, copy by overnight
                  courier at 19104 S.  Norwalk  Boulevard,  Artesia,  California
                  90701 of the  holder's  intent  to  convert  (the  "Notice  of
                  Conversion")  in the form set forth in Section 5(a)(3) hereof,
                  executed by the holder of the  Preferred  Share(s)  evidencing
                  such holder's intention to convert these Preferred Share(s) or
                  a  specified   portion  (as  above   provided)   hereof,   and
                  accompanied,   if  required  by  the  Corporation,  by  proper
                  assignment   thereof  in  blank.   Such  conversion  shall  be
                  effectuated  by  surrendering   the  Preferred  Shares  to  be
                  converted.

                           The date on which notice of conversion shall be given
                  shall be the date on which the  holder  has  delivered  to the
                  Corporation,  by  facsimile  or hand  delivery,  the Notice of
                  Conversion duly executed to the  Corporation.  The Corporation
                  shall  cause its  transfer  agent or the ECS  Nevada  transfer
                  agent,  as the  case  may be,  to  complete  the  issuance  of
                  securities within ten (10) business days

                                                         3

<PAGE>



                  of receipt of such  Notice of  Conversion,  provided  that the
                  Corporation  has received the Series A  Convertible  Preferred
                  Stock  certificates which are the subject of the conversion on
                  or prior to such tenth business day.

                           (2) No less than 10 (or multiple  thereof)  shares of
                  Series A Convertible  Preferred  Stock may be converted at any
                  one time. No fractional shares of common stock shall be issued
                  upon conversion of the Series A Convertible  Preferred  Stock.
                  In lieu of fractional shares, the Corporation shall pay cash.

                           (3)      The Notice of Conversion shall read
                  substantially as follows:

                           The   undersigned   holder   (   the   "Holder")   is
                  surrendering  to  The  Hartcourt   Companies,   Inc.,  a  Utah
                  corporation   (the  "Company"),   one  or  more   certificates
                  representing shares of Series A Convertible Preferred Stock of
                  the Corporation (the "Preferred Stock") in connection with the
                  conversion  of all or a portion of the  Preferred  Stock into:
                  Check applicable box

                  [ ]      shares of Common Stock, $.01 par value per share,
                           of the Corporation (the "Common Stock")

                  [ ]      shares of Common Stock, $.001 par value per share,
                           of ECS Nevada (the "ECS Common Stock")

                           1. The Holder  understands  that the Preferred  Stock
                  was issued by the  Corporation  pursuant to the exemption from
                  registration  under the United States  Securities Act of 1933,
                  as amended (the  "Securities  Act"),  provided by Section 4(2)
                  thereof.

                           2. The Holder represents and warrants that all offers
                  and sales of the Common  Stock or ECS Common  Stock  issued to
                  the Holder upon such  conversion of the Preferred  Stock shall
                  be made (a)  pursuant to an effective  registration  statement
                  under the Securities  Act, (b) in compliance with Rule 144, or
                  (c) pursuant to some other exemption from registration.

                  Number of Shares of Preferred Stock being converted:

                  Number of Shares to be issued:

                  Conversion Date:


                  Delivery  Instructions for certificates of Common Stock or ECS
                  Common  Stock  and  for  new  certificates   representing  any
                  remaining shares of Preferred Stock:


                                                         4

<PAGE>








                                                        NAME OF HOLDER:



                                                     (Signature of Holder)

                           (4)  Upon  receipt  of  the   original   certificates
                  representing  the Series A Convertible  Preferred  Stock,  the
                  Corporation shall issue, or cause to be issued, and deliver to
                  the Holder the appropriate number of shares of Common Stock or
                  ECS Nevada  Common Stock no later than ten (10)  business days
                  thereafter.  If the fails to issue  such  Common  Stock or ECS
                  Nevada Common Stock within ten (10)  business  days  following
                  the date of receipt of the original certificates  representing
                  the Series A  Convertible  Preferred  Stock,  the  Corporation
                  shall promptly pay the following payments to such Holder.
<TABLE>
<CAPTION>

                  Number of Business Days
                  After Receipt of Series A
                   Convertible Preferred Stock                                                  Payment

<S>                              <C>                                                            <C>       
                                 11                                                             $      500
                                 12                                                                  1,000
                                 13                                                                  1,500
                                 14                                                                  2,000
                                 15                                                                  2,500
                                 16                                                                  3,000
                                 17                                                                  3,500
                                 18                                                                  4,000
                                 19                                                                  4,500
                                 20                                                                  5,000
                                 20                                                            Additional $1,000/day
</TABLE>

         To the extent that the failure of the  Corporation  to issue the Common
Stock  or ECS  Nevada  Common  Stock  pursuant  to  Section  5(a)  is due to the
unavailability of authorized but unissued shares of Common Stock, the provisions
of this  Section  5(a)(4)  shall not apply but instead the  provision of Section
5(f)(2) shall apply.

         The  Corporation  shall pay any  payments  incurred  under this Section
5(a)(4) in immediately  available  funds within 7 business days from the date of
issuance of the  applicable  Common Stock,  or ECS Nevada Common Stock.  Nothing
herein  shall  limit  a  holder's   right  to  pursue  actual  damages  for  the
Corporation's  failure to issue and deliver shares of Common Stock or ECS Nevada
Common  Stock to the holder in  accordance  with the terms of these  Articles of
Amendment of the Articles of Incorporation.


                                                         5

<PAGE>



                  (b)      Adjustments to Conversion Rate.

                           (1) Reclassification,  Exchange and Substitution.  If
                  the common stock of either the Corporation or ECS Nevada (each
                  of which may be referred to in this Section 5 as the "Issuer")
                  issuable on conversion  of the Series A Convertible  Preferred
                  Stock shall be changed into the same or a different  number of
                  shares of any other  class or  classes  of stock,  whether  by
                  capital reorganization,  reclassification, reverse stock split
                  or forward stock split or stock  dividend or otherwise  (other
                  than a  subdivision  or  combination  of shares  provided  for
                  above),  the  holders  of the Series A  Convertible  Preferred
                  Stock shall, upon its conversion,  be entitled to receive,  in
                  lieu of the Issuer  common stock which the holders  would have
                  become  entitled to receive but for such  change,  a number of
                  shares of such other class or classes of stock that would have
                  been  subject to receipt by the holders if they had  exercised
                  their  rights  of  conversion  of  the  Series  A  Convertible
                  Preferred Stock immediately before that change.

                           (2) Reorganizations,  Mergers, Consolidations or Sale
                  of  Assets.   If  at  any  time  there   shall  be  a  capital
                  reorganization  of the  Issuer's  common  stock  (other than a
                  subdivision,  combination,  reclassification  or  exchange  of
                  shares provided for elsewhere in this Section (b) or merger of
                  the  Issuer  into  another  corporation,  or the  sale  of the
                  Issuer's  properties  and assets as, or  substantially  as, an
                  entirety  to  any  other  person),  then,  as a part  of  such
                  reorganization, merger or sale, lawful provision shall be made
                  so that the  holders  of the  Series A  Convertible  Preferred
                  Stock shall  thereafter be entitled to receive upon conversion
                  of the Series A  Convertible  Preferred  Stock,  the number of
                  shares of stock or other securities or property of the Issuer,
                  or of the successor corporation resulting from such merger, to
                  which holders of the common stock  deliverable upon conversion
                  of the Series A  Convertible  Preferred  Stock would have been
                  entitled on such capital reorganization, merger or sale if the
                  Series  A  Convertible  Preferred  Stock  had  been  converted
                  immediately before that capital reorganization, merger or sale
                  to the  end  that  the  provisions  of this  paragraph  (b)(2)
                  (including  adjustment of the  Conversion  Rate then in effect
                  and number of shares purchasable upon conversion of the Series
                  A Convertible  Preferred Stock) shall be applicable after that
                  event as nearly equivalently as may be practicable.

                  (c)      No Impairment.  The Corporation will not, by
         amendment of its Articles of Incorporation or those of ECS
         Nevada or through any reorganization, recapitalization,
         transfer of assets, merger, dissolution, or any other
         voluntary action, avoid or seek to avoid the observance or

                                                         6

<PAGE>



         performance  of any of the terms to be observed or performed  hereunder
         by the  Corporation,  but will at all times in good faith assist in the
         carrying out of all the  provisions of this Section 5 and in the taking
         of all such  action  as may be  necessary  or  appropriate  in order to
         protect  the  Conversion   Rights  of  the  holders  of  the  Series  A
         Convertible  Preferred Stock against  impairment.  So long as shares of
         Series A Convertible  Preferred Stock are outstanding,  the Corporation
         may not waive or amend any term of these  Articles of  Amendment of the
         Articles of Incorporation.

                  (d) Certificate as to Adjustments. Upon the occurrence of each
         adjustment or  readjustment  of the  Conversion  Rate for any shares of
         Series A Convertible  Preferred  Stock,  the Corporation at its expense
         shall promptly  compute such  adjustment or  readjustment in accordance
         with the terms  hereof and prepare and furnish to each holder of Series
         A Convertible  Preferred Stock effected  thereby a certificate  setting
         forth such adjustment or  readjustment  and showing in detail the facts
         upon which such adjustment or  readjustment  is based.  The Corporation
         shall,  upon the written  request at any time of any holder of Series A
         Convertible  Preferred Stock,  furnish or cause to be furnished to such
         holder  a like  certificate  setting  forth  (i) such  adjustments  and
         readjustments,  (ii) the  Conversion  Rate in effect  at the time,  and
         (iii) the number of shares of Common  Stock or ECS Nevada  common stock
         and the amount,  if any, of other  property  which at the time would be
         received  upon the  conversion  of such  holder's  shares  of  Series A
         Convertible Preferred Stock.

                  (e) Notices of Record Date. In the event of the  establishment
         by  the  Corporation  of a  record  of the  holders  of  any  class  of
         securities for the purpose of determining  the holders  thereof who are
         entitled to receive any dividend  (other than a cash dividend) or other
         distribution,  the  Corporation  shall mail to each  Holder of Series A
         Preferred  Stock at least twenty (20) days prior to the date  specified
         therein, a notice specifying the date on which any such record is to be
         taken for the purpose of such dividend or  distribution  and the amount
         and character of such dividend or distribution.

                  (f)      Reservation of Stock Issuable Upon Conversion.

                                    (1)   The   Corporation   shall,   and   the
                           Corporation  shall  cause ECS Nevada to, at all times
                           reserve and keep  available  out of their  respective
                           authorized  but  unissued  shares  of  common  stock,
                           solely for the purpose of effecting the conversion of
                           the  shares  of the  Series A  Convertible  Preferred
                           Stock,  such number of its shares of their respective
                           common stock as shall from time to time be sufficient
                           to  effect  the  conversion  of all then  outstanding
                           shares of the Series A and Series B Convertible

                                                         7

<PAGE>



                           Preferred  Stock;  and if at any time the  number  of
                           authorized  but unissued  shares of their  respective
                           common  stock shall not be  sufficient  to effect the
                           conversion  of all  then  outstanding  shares  of the
                           Series A and Series B  Convertible  Preferred  Stock,
                           the Corporation will take such corporate action,  and
                           shall cause ECS Nevada to take such corporate action,
                           as may, in the opinion of its  counsel,  be necessary
                           to increase its  authorized  but  unissued  shares of
                           their  respective  common  stock  to such  number  of
                           shares as shall be sufficient for such purpose.

                                    (2) If at the time any  holder  of  Series A
                           Convertible   Preferred  Stock  requests   conversion
                           pursuant to a Notice of Conversion under this Section
                           5,  the  Corporation  or ECS  Nevada  does  not  have
                           sufficient  authorized but unissued  shares of Common
                           Stock or ECS Nevada Common Stock, as the case may be,
                           available  to effect the  conversion  of the Series A
                           Convertible  Preferred  Stock which is the subject of
                           such Notice of Conversion (a  "Conversion  Default"),
                           then,   with  respect  to  the  shares  of  Series  A
                           Convertible Preferred Stock requested to be converted
                           but not converted,  beginning on the tenth (10th) day
                           after the applicable date of conversion and ending on
                           the date of  actual  conversion  of such  unconverted
                           Series A Convertible  Preferred Stock and issuance of
                           Common Stock or ECS Nevada Common Stock therefor,  as
                           the case may be, the Dividend rate shall be increased
                           by two  percent  per 30-day  period,  (24%  annually)
                           compounded and accrued daily.

                  (g) Notices.  Except as otherwise  stated herein,  any notices
         required by the provisions of this Section 5 to be given to the holders
         of shares of Series A Convertible Preferred Stock shall be deemed given
         if deposited in the United States mail, postage prepaid,  and addressed
         to each holder of record at its address  appearing  on the books of the
         Corporation.

                  (h) Status of Converted Stock. Upon conversion of the Series A
         Convertible  Preferred  Stock  (in  whole  or in  part)  the  Series  A
         Convertible  Preferred  Stock so converted shall no longer be deemed to
         be  outstanding  and all rights with respect  thereto,  except only the
         right of the holder of Series A Convertible  Preferred Stock to receive
         shares of Common Stock or ECS Nevada Common Stock,  as the case may be,
         upon  such  conversion,  shall  terminate,  and the  shares of Series A
         Convertible Preferred Stock so converted or redeemed shall be canceled.
         The  converted  shares  of  Series  A  Convertible  Preferred  Stock so
         canceled shall return to the status of

                                                         8

<PAGE>



         authorized but unissued Preferred Stock of no designated
         series.

         6.       Voting Provisions.  Except as otherwise expressly
required by the Utah Business Corporations Act or other applicable
law, and except as provided in Section 5(e) hereof, the Series A
Convertible Preferred Stock shall have no voting rights.

         7. Rank. The Series A Convertible  Preferred Stock shall rank (i) prior
to all of the  Corporation's  Common Stock, (ii) prior to any class or series of
capital stock of the Corporation  hereafter created,  and (iii) on a parity with
the  Series  A  Convertible  Preferred  Stock,  in each  case  as to  dividends,
distributions  of assets  upon  liquidation,  dissolution,  or winding up of the
Corporation, whether voluntary or involuntary.

         8.       Preference Rights.  The Company shall not authorize or
issue any other series of Preferred Stock with dividend and/or
liquidation preferences senior to the dividend, liquidation or
other preferences of the Series A or Series B Convertible Preferred
Stock.

         9.  Unenforceable  Provisions.  If any  provision of these  Articles of
Amendment of the Articles of Incorporation is invalid, illegal or unenforceable,
the balance of these  Articles of  Amendment  of the  Articles of  Incorporation
shall remain in effect,  and if any provision is  inapplicable  to any person or
circumstance,  it shall nevertheless  remain applicable to all other persons and
circumstances.

         IN WITNESS  WHEREOF,  the  Corporation  has caused  these  Articles  of
Amendment to the Articles of  Incorporation to be duly executed by its President
and attested to by its Secretary this ____ day of October, 1997.

                                                  THE HARTCOURT COMPANIES, INC.



                                                     Alan Phan, President



                                                     Frederic Cohn, Secretary

                                                         9

<PAGE>