10.2      Exchange Agreement between The Hartcourt Companies, Inc. and Enova
          Holdings, Inc.

                               Exchange Agreement


         The undersigned, being the owner of Four Million Seven Hundred Thousand
Nine  Seven  Hundred  Eighty  Eight  (4,709,788)  shares  of common  stock  (the
"Shares") of Enova Holdings,  Inc., a Nevada  corporation (the "Company") hereby
agrees  with The  Hartcourt  Companies,  Inc.  ("Hartcourt")  to the sale of the
Shares to Hartcourt as a block.

         When executed by Hartcourt below, this Exchange Agreement ("Agreement")
will  set  out the  undersigned  and  Hartcourt's  understanding  and  agreement
regarding this proposed transaction.

1.   Upon Hartcourt's  acceptance of this Agreement the undersigned will deliver
     to Hartcourt the Shares.

2.   Upon the undersigned's  delivery of the Shares, in exchange  Hartcourt will
     deliver to the  undersigned  Hartcourt's  100%  ownership  interest  in two
     subsidiaries, Pego Systems, Inc. and Electronic Component Systems, Inc.

3.   In connection with this transaction,  and as an inducement for Hartcourt to
     enter into this Agreement,  the undersigned hereby  represents,  and by the
     undersigned's and Hartcourt's signing, hereby re-confirms, that:

     3.1  The  subject  Shares  are  unrestricted  and free and  clear of liens,
          claims and encumbrances.

     3.2  The  Company  does not have any claims  against  the  Shares,  and can
          acknowledge to Hartcourt that there is no reason or cause to block the
          sale.

     3.3  The  undersigned  has no  knowledge of any  restrictions  by contract,
          operation of law or otherwise prohibiting this sale or the transfer of
          these  shares  into  the  name  of  Hartcourt,  subject  only  to  the
          Securities Laws governing the sale of securities. The undersigned does
          not believe that the sale of the Shares to Hartcourt is required to be
          registered under the Act because a) the initial issuance of the Shares
          by the  Company  was  registered  under  the Act;  b) the  transaction
          whereby the undersigned received the Shares was in compliance with all
          applicable  laws and  securities  rules  and  regulations;  and c) the
          undersigned  does not control,  is not  controlled by and is not under
          common control with the Company directly or indirectly.

<PAGE>

     3.4  The  undersigned  has no  liability or  obligation  to pay any fees or
          commissions  to any  broker,  finder  or  agent  with  respect  to the
          transactions  contemplated by this Agreement for which Hartcourt could
          be obligated or liable.

4.   In  connection  with  this  transaction,  and  as an  inducement,  for  the
     undersigned  to  enter  into  this  Agreement,   Hartcourt  represents  and
     warrants, and by our signing hereby re-confirms that:

     4.1  Hartcourt is duly  organized,  validly  existing and in good  standing
          under the laws of its jurisdiction.

     4.2  Hartcourt is an accredited  investor as the meaning is set forth under
          Regulation D of the Securities Act of 1933, as amended (the "Act").

     4.3  Hartcourt  was  not  solicited  by  the  undersigned  or  any  of  the
          undersigned's representatives for the purchase of these shares.

     4.4  Hartcourt is  acquiring  the Shares for its own account and not with a
          view to distribution within the meaning of the Act.

     4.5  Hartcourt  has received all of the  information  from its  independent
          professional,  legal and/or tax advisors as it considers  necessary or
          appropriate for determining whether to purchase the Shares.  Hartcourt
          is familiar with the  business,  affairs,  risk and  properties of the
          Company.  Hartcourt  has had an  opportunity  to ask  questions of and
          receive  answers from,  the Company,  and its officers,  directors and
          other representatives regarding the Company.

     4.6  Hartcourt  has such  knowledge and expertise in financial and business
          matters that it is capable of  evaluating  the merits and  substantial
          risks of an  investment in the Shares and is able to bear the economic
          risks relevant to the purchase of the Shares hereunder.

     4.7  Hartcourt understands that there may be no market for the Shares.

<PAGE>

     4.8  Hartcourt's  financial  condition  is such that  Hartcourt is under no
          present or  contemplated  future need to dispose of any portion of the
          Shares to satisfy any existing or  contemplated  undertaking,  need or
          indebtedness.

     4.9  Notwithstanding  applicable Federal and State corporate and securities
          law  disclosure  requirements,  Hartcourt  agrees not to disclose  any
          terms  of this  Agreement  to any  other  parties  except  to  parties
          specifically involved in the transaction contemplated herein.

     4.10 Hartcourt   has  no  liability  or  obligation  to  pay  any  fees  or
          commissions  to any  broker,  finder  or  agent  with  respect  to the
          transactions  contemplated by this Agreement for which the undersigned
          could become liable or obligated.

     4.11 Hartcourt acknowledges that the undersigned makes no representation or
          warranties  as to  the  past,  present  or  future  operations  of the
          Company, or the price or activity of the Company's stock.

5.   The  undersigned  and  Hartcourt  agree to  indemnify  and hold each  other
     harmless for two (2) years  following the above date against and in respect
     of any liability,  damage or deficiency,  all actions,  suits,  proceeding,
     demands,  assessment,  judgments,  costs and  expenses  resulting  from any
     misrepresentation made in this Agreement.

6    Neither  of us has any  obligation  to the  other for not  completing  this
     transaction.  If the  transaction  is not  completed  within the time frame
     agreed upon,  then the Shares shall be returned to the undersigned in their
     original condition.

7.   We agree to execute  such  additional  documents  and take action as we may
     reasonably  request to effect this  transaction or otherwise  carry out the
     intent and purpose of this Agreement,  or subsequently transfer the subject
     Shares.

8.   This Agreement shall be governed by the laws of Nevada, notwithstanding any
     conflict-of-law provisions to the contrary.

9.   This Agreement sets forth the entire understanding  between us and no other
     prior  written  or oral  statement  or  agreement  shall be  recognized  or
     enforced.

10.  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 may remain in effect
     to the extent permissible by law.

<PAGE>

11.  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 us in the performance
     of any  obligation  by the other shall be construed as a waiver of the same
     or other default then, theretofore, or thereafter occurring or existing. At
     any time  prior to the  issuance  or  exchange  of the  subject  Shares  as
     contemplated herein, this Agreement may be amended in writing signed by all
     parties hereto.

12.  This  letter may be executed by one or more  parties in  counterparts,  and
     such copy may be delivered by  facsimile,  and such  execution and delivery
     shall be considered valid,  binding and effective for all purposes.  At the
     request of either of us, we agree to execute an original of this instrument
     as well as any facsimile, telecopy or other reproduction hereof.

<PAGE>

Exchange Agreement (continued)


Dated: March 1, 1999.



                                        Owner of the Enova Shares:

                                        The Hartcourt Companies, Inc.
                                        2049 Century Park East, Suite 3760
                                        Los Angeles, CA 90067

                                        By:
                                             -----------------------------

                                        Title:    Chairman of the Board

                                        Agreed to and accepted this First day of
                                        March, 1999.

                                        Owner of Pego Systems, Inc and
                                        Electronic Component Systems, Inc.:

                                        The Hartcourt Companies, Inc.
                                        2049 Century Park East, Suite 3760
                                        Los Angeles, CA 90067


                                        By:
                                             -----------------------------

                                        Title: Chairman of the Board