EXHIBIT 10.1

                     FEE AGREEMENT FOR INTRODUCTION SERVICES



         This FEE  AGREEMENT FOR  INTRODUCTION  SERVICES  (the  "Agreement")  is
between The Hartcourt  Companies,  Inc., a Utah  corporation (the "Company") and
Tang Wai Leong, an individual (the "Introducer").

         WHEREAS,   the  Company  acknowledges  that  Introducer's  talents  and
services are of a special,  unique, unusual and extraordinary  character and are
of particular and peculiar benefit and importance to the Company; and,

         WHEREAS,  Introducer has agreed to provide  services to he Company with
respect  to the  Company's  desire  to  identify  and  acquire  Internet-related
businesses; and,

         WHEREAS, this Agreement is made to set out the compensation, conditions
and guidelines that will govern the relationship between the parties.

         NOW,  THEREFORE,  in consideration of the mutual promises and covenants
contained herein, the receipt and sufficiency of which is expressly acknowledged
by the parties hereto, the parties agree as follows:

The Services

                  Effective the date below,  and for the term of this Agreement,
                  Introducer  will use its best efforts to search for,  identify
                  and make known to the Company, Internet-related businesses and
                  Assets    ("Opportunities")   which   qualify   as   potential
                  acquisitions by the Company. In addition, Introducer will seek
                  out   sources  of  funding,   of  whatever   nature  type  and
                  description   as  shall  be  acceptable  to  the  Company  and
                  Intruducer will search for suitable  candidates for employment
                  by the  Company in its  Chinese  operations.  Such  efforts by
                  Introducer shall hereinafter be referred to as he "Services".

Term of Agreement

                  Unless otherwise terminated a provided hereunder, the Services
                  shall be provided to the Company from the  Effective  Date (as
                  defined below) through December 30, 2000.

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Costs and Expenses

                  The Company  understands  that, in the course of  Introducer's
                  efforts to identify suitable acquisitions,  strategic partners
                  or assets for the Company to purchase, it may be necessary for
                  Introducer  to incur  certain  costs or expenses.  The Company
                  will reimburse  Introducer for its costs or expenses  actually
                  incurred and  reasonably  necessary for  Introducer to provide
                  the Services to the Company, as long as Introducer's costs and
                  expenses are reasonable and elated to evaluations  carried out
                  for the Company's exclusive use. Subject to the foregoing, and
                  he  Company's  prior  written   approval,   the  Company  will
                  reimburse  Introducer for reasonable travel expenses including
                  lodging  and the cost of a rental car,  copy and filing  fees,
                  and  retrieval  costs  incurred  in  researching   prospective
                  Opportunities.

Payment for Services/Stock Option

                  The Company  agrees to satisfy  Introducer's  time and expense
                  incurred,  up to and  including the first  acquisition  by the
                  Company of an Opportunity introduced or arranged by Introducer
                  (the "Initial Acquisition") by way of an Option Agreement. The
                  Company  hereby  grants to Introducer he option to purchase up
                  to Five Hundred Thousand  (500,000) shares of the Company's no
                  par value  common  stock (the  "Option  Shares") at a price of
                  Five  Dollars  Fifty Cents  ($5.50)  per share (the  "Exercise
                  Price") pursuant to the Option  Agreement,  a copy of which is
                  attached hereto as Exhibit "A." The Option is non-transferable
                  and will  expire  unless  exercised  on or  before  the  third
                  anniversary of the Effective  Date hereof.  Introducer has not
                  been  engaged  to  exclusively  perform,  nor will  Introducer
                  perform  any  services  in  connection  with  capital  raising
                  transactions.  It is mutually  understood  and agreed that any
                  fees for services provided by Introducer on behalf of or which
                  results in some benefit for the Company in  connection  with a
                  capital  raising  transaction  shall be negotiated  separately
                  from this Agreement and paid by the Company separately.

Registration of the Company Shares

                  No later than ten (10) days  following  the date  hereof as to
                  the Company's shares  underlying the Option,  the Company will
                  cause such shares to be  registered  with the  Securities  and
                  Exchange  Commission  under  a Form  S-8 or  other  applicable
                  registration  statement,  and it shall cause such registration
                  statement to remain  effective  at all times while  Introducer
                  holds the Option. At Introducer's  election, the Option Shares
                  may be issued prior to  registration in reliance on exemptions
                  from  registration  provided by Section 4(2) of the Securities
                  Act  of  1933  (the  Securities  Act"),  Regulation  D of  the
                  Securities Act, and applicable state securities laws.

Involvement of the Company

                  The Company  expects to be kept  informed  on the  progress of
                  Introducer's  services and, in this regard,  Introducer agrees
                  to keep the Company  apprised of all material  developments in
                  writing at least monthly.

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Termination

                  Either party may  terminate  this  Agreement  upon thirty (30)
                  days notice by registered or certified  mail,  return  receipt
                  requested,  addressed to the other party. If this Agreement is
                  terminated by either  party,  the Company shall only be liable
                  for payment of fees earned by  Introducer  as a result of work
                  prior to the  effective  date of the  termination.  The thirty
                  (30) days notice shall be measured from the date the notice is
                  mailed.

Assignment

                  Notwithstanding  contained herein to the contrary,  the rights
                  to the shares  underlying  the Option,  and the  obligation to
                  provide  the  Services  set  forth in this  Agreement,  may be
                  assigned or  transferred  by  Introducer  to an  Affiliate  or
                  subsidiary,  or as the result of a corporate reorganization or
                  recapitalization of Introducer;  otherwise, this Agreement and
                  the rights and  obligations  hereunder  shall not be assigned.
                  For the purpose of this Agreement the term  "Affiliate"  shall
                  be  defined  as a  person  or  enterprise  that  directly,  or
                  indirectly, through one or more intermediaries, controls or is
                  controlled by, or is under common control with Introducer.

Counterparts

         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.

Further Documentation

         Each party hereto  agrees to execute such  additional  instruments  and
         take such action as may be  reasonably  requested by the other party to
         effect  the  transaction,  or  otherwise  to carry out the  intent  and
         purposes of this Agreement.



Notices

         All notices and other communications  hereunder shall be in writing and
         shall  be sent by  prepaid  first  class  mail  to the  parties  at the
         following  addresses,  as amended by the parties with written notice to
         the other:

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         To Introducer:                     Tang Wai Leong
                                            24A, Block 2
                                            New Jade Garden
                                            Chaiwan, Hongkong


         To the Company:                    The Hartcourt Companies, Inc.
                                            9800 S. Sepulveda Blvd. Suite 818
                                            Los Angeles, California 90045
                                            Telephone:   (310) 410-7290
                                            Facsimile:   (310) 410-7297


         With copy to:                      Richard Weed
                                            4695 MacArthur Court, Suite 530
                                            Newport Beach, California 92660
                                            Telephone:   (949) 475-7739
                                            Facsimile:   (949) 475-9087


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.

Governing Law

         This  Agreement  was  negotiated,  and shall be governed by the laws of
         Utah notwithstanding any conflict-of-law provision to the contrary.

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.

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.

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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 a closing of the
         Initial Acquisition,  this Agreement may be amended by a writing signed
         by all parties hereto.

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.

         IN WITNESS WHEREOF, the parties have executed this Agreement the latter
         of the dates written below.


                                        The "Company"
                                        The Hartcourt Companies, Inc.

         Dated:   April  19, 2000       By:
                                        ---------------------------------------
                                        Name:     Alan V. Phan
                                        Title:    Chairman

                                        "Introducer"
                                        Tang Wai Leong

         Dated:   April  19, 2000
                                        ---------------------------------------
                                        Tang Wai Leong

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                      OPTION AGREEMENT WITH TANG WAI LEONG

         THIS OPTION AGREEMENT  ("Agreement") is entered into effective the 19th
day of April 2000, by and between Tang Wai Leong, an individual  ("Leong"),  and
the Hartcourt Companies Inc., a Utah corporation (the "Company").

         WHEREAS,  the Company  proposes  to issue to Leong  options to purchase
shares of its common stock (the ACommon Stock") in connection with the Company's
engagement of Leong pursuant to the Advisory  Agreement of even date between the
Company and Leong,  incorporated by reference herein (the AAdvisory Agreement");
and,

         WHEREAS, to induce Leong to execute the First Amendment to the Advisory
Agreement the Company  hereby  grants Leong an option to purchase  shares of the
Company's Common Stock subject to the terms and conditions set forth below.

         NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set forth
below, Leong and the Company agree as follows:

         1.       The Option

         The Company hereby grants Leong  (hereinafter  "Holder") an option (the
         "Option")  to acquire  Five Hundred  Thousand  (500,000)  shares of the
         Company's Common Stock, subject to adjustment as set forth herein (such
         shares,  as  adjusted,  are  hereinafter  referred  to as  the  "Option
         Shares"), at the closing market price of Friday, April 14th, 2000 which
         is Five Dollars and Fifty Cents($5.50) per share ("Option Price").

         2.       Term and Exercise of Option

                  A. Term of  Option.  Subject  to the terms of this  Agreement,
                  Holder shall have the right to exercise the Option in whole or
                  in part,  commencing  the date  hereof  through  the  close of
                  business on December 1, 2002.

                  B.  Exercise of the Option.  The Option may be exercised  upon
                  written notice to the Company at its principal  office setting
                  out the number of Option Shares to be purchased, together
                  with payment of the Option Price.

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                  C. Issuance of Option Shares. Upon such notice of exercise and
                  payment of the Option Price, the Company shall issue and cause
                  to be delivered  within five (5) business  days  following the
                  written  order of Holder,  or its  successor  as provided  for
                  herein, and in such name or names as the Holder may designate,
                  a certificate or certificates  for the number of Option Shares
                  to be  purchased.  The rights of purchase  represented  by the
                  Option  shall be  exercisable,  at the  election of the Holder
                  thereof,  either in full or from time to time in part,  and in
                  the event the Option is  exercised in respect of less than all
                  of the Option Shares  purchasable on such exercise at any time
                  prior to the date of expiration  hereof,  the remaining Option
                  Shares shall continue to be subject to adjustment as set forth
                  in  paragraph  4 hereof.  The  Company  irrevocably  agrees to
                  reconstitute the Option Shares as provided herein.

         3.       Reservation of Option Shares

                  The Company  shall at all times keep  reserved and  available,
                  out of its authorized  Common Stock,  such number of shares of
                  Common  Stock  as  shall  be  sufficient  to  provide  for the
                  exercise  of the rights  represented  by this  Agreement.  The
                  transfer agent for the Common Stock and any successor transfer
                  agent for any shares of the Company's  capital stock  issuable
                  upon the exercise of any of such rights of  purchase,  will be
                  irrevocably  authorized  and  directed at all times to reserve
                  such number of shares as shall be requisite  for such purpose.
                  The Company will cause a copy of this  Agreement to be kept on
                  file with the transfer agent or its successors.

          4.      Adjustment of Option Shares

                  The  number  of Option  Shares  purchasable  pursuant  to this
                  Agreement  shall be  subject to  adjustment  from time to time
                  upon the happening of certain events, as follows:

                  A. Adjustment for  Recapitalization.  Subject to paragraph 4.B
                  below,  in the  event the  Company  shall  (a)  subdivide  its
                  outstanding shares of Common Stock, or (b) issue or convert by
                  a reclassification or recapitalization of its shares of Common
                  Stock    into,    for,   or   with   other    securities    (a
                  "Recapitalization"),  the number of Option Shares  purchasable
                  hereunder immediately following such Recapitalization shall be
                  adjusted  so that the Holder  shall be entitled to receive the
                  kind and number of Option  Shares or other  securities  of the
                  Company  measured  as a  percentage  of the total  issued  and
                  outstanding  shares of the  Company's  Common  Stock as of the
                  hereof  which it would have  entitled  to receive  immediately
                  preceding   such   Recapitalization,   had  such  Option  been
                  exercised  immediately prior to the happening of such event or
                  any record  date with  respect  thereto.  An  adjustment  made
                  pursuant to this  paragraph  shall be calculated  and effected
                  taking into  account the formula set forth in  paragraph  4.B.
                  below  and  shall  become  effective   immediately  after  the
                  effective  date of such  event  retroactive  to the  effective
                  date.

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                  B.  Adjustment  of the  Exercise  Price  and  Number of Option
                  Shares.  In the event of any  change in the  Company's  Common
                  Stock by reason of a reverse  stock split,  neither the number
                  nor the  Option  Price of the shares  subject  to this  Option
                  shall be changed or be adjusted.

                  C.  Preservation  of  Purchase  Rights  Under   Consolidation.
                  Subject   to   paragraph   4.B   above,   in   case   of   any
                  Recapitalization  or any other  consolidation  of the  Company
                  with or merger of the Company into another corporation,  or in
                  case of any sale or conveyance to another  corporation  of the
                  property of the Company as an entirety or  substantially as an
                  entirety,  the  Company  shall  prior to the  closing  of such
                  transaction,  cause such successor or purchasing  corporation,
                  as the case may be, to acknowledge  and accept  responsibility
                  for the  Company's  obligations  hereunder  and to  grant  the
                  Holder the right  thereafter  upon payment of the Option Price
                  to purchase the kind and amount of shares and other securities
                  and property  which he would have owned or have been  entitled
                  to receive after the happening of such consolidation,  merger,
                  sale or conveyance.  The  provisions of this  paragraph  shall
                  similarly apply to successive  consolidations,  mergers, sales
                  or conveyances.  D. Notice of Adjustment.  Whenever the number
                  of Option Shares purchasable  hereunder is Adjusted, as herein
                  provided,  the Company shall mail by first class mail, postage
                  prepaid,   to  the  Holder   notice  of  such   adjustment  or
                  adjustments,  and shall  deliver to Holder  setting  forth the
                  adjusted  number  of  Option  Shares  purchasable  and a brief
                  statement of the facts  requiring such  adjustment,  including
                  the computation by which such adjustments was made.

         5.       Failure  to  Deliver  Option Shares  Constitutes  Breach Under
                  Advisory Agreement

                  Failure  by the  Company,  for  any  reason,  to  deliver  the
                  certificates  representing  any shares  purchased  pursuant to
                  this Option  within the five (5) business day period set forth
                  in  paragraph 2 above,  or the  placement  of a Stop  Transfer
                  order by the Company on any Option  Shares once issued,  shall
                  constitute a "Breach"  under the Advisory  Agreement  and, for
                  the purpose of determining the terms of this Agreement,  shall
                  automatically  toll the  expiration  of this  Agreement  for a
                  period of time equal to the delay in  delivering  the  subject
                  shares or term of the Stop Transfer order.

         6.       Assignment

                  The Option  represented by this Agreement may only be assigned
                  or transferred  by Leong to an affiliate or subsidiary,  or as
                  the result of a corporate  reorganization or recapitalization.
                  For the purpose of this Option the term  "Affiliate"  shall be
                  defined as a person or enterprise that directly, or indirectly
                  through one or more intermediaries, controls, or is controlled

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<PAGE>

                  by, or is under  common  control  with the Company  otherwise,
                  this Agreement and the rights  hereunder shall not be assigned
                  by either party hereto.

         7.       Counterparts

                  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.

         8.       Further Documentation

                  Each  party   hereto   agrees  to  execute   such   additional
                  instruments   and  take  such  action  as  may  be  reasonably
                  requested  by the other  party to effect the  transaction,  or
                  otherwise  to  carry  out  the  intent  and  purposes  of this
                  Agreement.

         9.       Notices

                  All notices  and other  communications  hereunder  shall be in
                  writing  and shall be sent by prepaid  first class mail to the
                  parties at the following addresses,  as amended by the parties
                  with written notice to the other:

                  To Company:       The Hartcourt Companies, Inc.
                                    9800 S. Sepulveda Blvd., Suite #818
                                    Los Angeles, CA 90045
                                    Telephone:       (310) 410-7290
                                    Facsimile:       (310)410-7297

                  To Leong:         Tang Wai Leong
                                    24A, Block 2
                                    New Jade Garden
                                    Chaiwan, Hong Kong

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                  With copy to:     Archer & Weed
                                    4695 MacArthur Court, Suite 530
                                    Newport Beach, California 92660
                                    Telephone:       (949) 475-7739
                                    Facsimile:       (949) 475-9087

          10.     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.

         11.      Governing Law

                  This  Agreement was  negotiated,  and shall be governed by the
                  laws of Utah notwithstanding any conflict-of-law  provision to
                  the contrary.

     12.          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.

                  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.


                  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.

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                  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.

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

                                        "Leong"
                                        Tang Wai Leong, an individual

                                        ---------------------------------------
                                        Tang Wai Leong

                                        The "Company"
                                        The Hartcourt Companies, Inc.

                                        By:
                                             ----------------------------------
                                             Name:     Alan V. Phan
                                             Title:    Chairman

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