10.4      Employment Agreement with Dr. Alan V. Phan

                              Employment Agreement


         EMPLOYMENT  AGREEMENT  dated as of July 1,  1999 by and  between  ENOVA
HOLDINGS,  INC.,  a  Nevada  corporation,   PEGO  SYSTEMS,  INC.,  a  California
corporation,  (collectively  referred to as the  "Company") and Dr. Alan V. Phan
(the "Executive).

         WHEREAS, the Company is in the business of environmental consulting and
the manufacturing of certain related environmental products (the "Business");

         WHEREAS, the Executive is an experienced executive in the Business; and

         WHEREAS,   the  Company  and  the  Executive  desire  to  establish  an
employment relationship with each other.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants hereinafter set forth, the parties hereto agree as follows:

1.   Employment. The Company agrees that the Company shall employ the Executive,
     and the Executive  accepts  employment  with the Company,  on the terms and
     conditions set forth herein.

2.   Term. The term of employment (the  "Employment  Term") under this Agreement
     shall commence as of the date hereof and continue, subject to the terms and
     conditions of this  Agreement,  for a period of thirty-six (36) months from
     such date.

3.   Position. The Company shall employ the Executive for the Employment Term as
     its Chairman of the Board to perform when and where  necessary  such duties
     relating to the overall  operation  of the Company as may from time to time
     be assigned to the Chairman by the Board of Directors. The Executive agrees
     to accept  such  employment  and to devote  his best  efforts in and to the
     faithful  performance of his duties hereunder to the exclusion of all other
     employment,  subject to the general  direction  and control of the Board of
     Directors of the Company.  The parties  agree that  Executive  shall not be
     required to relocate.

3.   Elected  to Board.  The  Company  shall use its best  efforts  to cause the
     Executive  to be elected to the Board of  Directors  of the  Company at the
     next Annual Meeting of Shareholders of the Company.

4.   Compensation.

a.   In  consideration  of the services to be rendered by the  Executive for his
     duties  pursuant  to  Section  3  of  this  Agreement,  including,  without
     limitation,  any services rendered by the Executive as a director,  officer
     or  employee  of the Company or of any of its  subsidiaries,  divisions  or
     affiliated  companies,  and in  full  payment  for  the  due  and  faithful
     performance of said  services,  the Company shall pay the Executive and the
     Executive agrees to accept a salary at the rate of $120,000,  per year (the
     "Base  Compensation").  In case the executive does not take compensation in
     cash,  the Company will issue  restricted  common  shares for  compensation
     earned,  calculated at the closing  price on January 1,  discounted by 50%,
     for the year compensation is earned.

b.   Payments to the Executive of his Base Compensation  hereunder shall be made
     periodically  on the dates  established by the Company for payment of other
     executive  employees,  but not  less  frequently  than  once a  month.  All
     payments  under  this  agreement  shall be subject  to all  deductions  and
     withholdings as required by law.

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c.   The Executive shall be entitled to  reimbursement  for reasonable  expenses
     incurred  by him in  connection  with his  employment  hereunder,  upon the
     presentation  of proper  vouchers  therefore in  accordance  with the usual
     procedures of the Company.  Such expenses shall not exceed $1,000 per month
     without the authorization of the Board.

d.   The Executive  shall be entitled to participate in and receive  medical and
     dental  benefits  for the  Executive  and his  dependent  at the  Company's
     expense,  in accordance with the provisions of the Company's  benefits plan
     or program currently in effect.  The Company will provide the Executive (i)
     a life  insurance  policy in the amount of  $1,000,000;  (ii)  three  weeks
     vacation  benefit  annually;  (iii) a long-term and  short-term  disability
     coverage in accordance with the provisions of any of the Company's employee
     benefit  plans or programs now or  hereafter in effect,  to the same extent
     that employees of the Company in positions similar to that of the Executive
     have the right to participate in such plans and programs.

e.   The Executive shall be entitled during the Employment Term to an automobile
     allowance equal to $650 per month.

     The  Executive  shall be  entitled  during the  Employment  Term to receive
     membership dues for business and professional  associations.  Such expenses
     shall not exceed $2,500 annually without the authorization of the Board.

5.   Termination.  The  employment  of the  Executive  may be  terminated by the
     Company upon the occurrence of any of the following events:

a.   Subject to Section 7(a) below, the Company may terminate such employment at
     any time without good cause upon written notice to the Executive;

b.   Such  employment  shall  terminate   automatically  on  the  death  of  the
     Executive;

c.   The Company may terminate Executive's employment at any time for any reason
     or no reason upon giving a written notice to the Executive.  In such event,
     the  Company  shall pay to  Executive  an amount  equal to six months  Base
     Compensation. For purposes of this Agreement "good cause" shall include the
     following circumstances:

     i.   If there is a  repeated  and  demonstrable  failure on the part of the
          Executive  to  perform  material  duties  of  Executive's   management
          position  in a  competent  manner  and  where the  Executive  fails to
          substantially  remedy the failure  within a reasonable  period of time
          after receiving written notice of such failure from the Company (three
          written  notices  shall  be  sufficient  to  establish  "repeated  and
          demonstrable" failure);

<PAGE>

     ii.  If the Executive is convicted of a criminal offense;

     iii. If the Executive or any member of his or his spouse's family makes any
          personal  profit at the expense of the Company  without  prior written
          consent of the Company.

     iv.  If  the  Executive  fails  to  fully  observe  the  fiduciary   duties
          appropriate to his position; and

     v.   If the Executive disobeys reasonable  instructions given in the course
          of  employment  by the Board of  Directors of the Company that are not
          inconsistent with the Executive's management position and not remedied
          by the Executive  within a reasonable  period of time, after receiving
          written  notice of such  disobedience.  A "reasonable  period of time"
          shall be determined in good faith by the Board (with the Executive not
          voting,  if Executive is then a member of the Board),  but in no event
          shall such period be more than thirty (30) days.

d.   The  Executive  may terminate  his  employment  hereunder  upon thirty days
     written notice to the Company.

6.   Payments on Termination; Change of Control.

     Upon termination of the Executive's  employment for any reason, the Company
     shall pay to the  Executive,  or if the  termination  is as a result of the
     death of the  Executive,  to his personal  representative,  any accrued but
     previously unpaid Basic Compensation prorated to the effective date of such
     termination.

     In the event the Company terminates the Executive's employment without good
     cause,  the Company shall make severance  payments equal to and in the same
     manner as the Executive's Basic  Compensation in effect at the time of such
     termination  for the remaining term of this  Employment  Agreement.  To the
     extent Executive  receives  compensation  from any form of employment after
     such  termination  for any  part of the  period  during  which  termination
     payments are being made to the  Executive by the Company,  Executive  shall
     immediately  so inform the Company,  and the  termination  payment  payable
     pursuant to this subparagraph will be reduced at the rate of $0.75 for each
     dollar of compensation so received by the Executive.

     In the event the Company  terminates the  Executive's  employment with good
     cause in the first year, the severance amount would be equal to Executive's
     base salary for 12 months;  if Executive's  employment is terminated in the
     second year,  the severance  amount will be equal to his base salary for 18
     months;  and if  Executive's  employment has been in effect for longer than

<PAGE>

     two years,  the  severance  amount  will equal 24 months of base pay at the
     time of termination.  In addition,  the Company shall provide and Executive
     shall receive (i) his base salary accrued  through the date of termination;
     (ii) all  accrued  vacation  pay and  accrued  bonuses,  if any, to date of
     termination;  (iii)  any  bonus  which  would  have  been  paid but for the
     termination, prorated through the date of termination, based upon Company's
     performance and in accordance with the terms,  provisions and conditions of
     any Company  incentive  bonus plan in which  Executive  may be designated a
     participant;  (iv) for a period of 12 months after the date of termination,
     at the Company's  expense,  coverage to Executive  under the Company's life
     insurance and disability insurance policies;  coverage to Executive and his
     dependents medical and dental insurance under the Company's health plan; if
     any of the  Company's  medical and dental,  life  insurance,  or disability
     insurance  plans are not  continued  or if  Executive  is not  eligible for
     coverage  hereunder  because  of the  termination  of his  employment,  the
     Company shall pay the amount  required for  Executive to obtain  equivalent
     coverage; (v) reasonable  outplacement services;  (vi) office,  secretarial
     support,  and  access to  equipment  and  supplies  for a period of six (6)
     months  after  termination.  Also upon  termination  of  employment  by the
     Company without good cause,  all equity options,  restricted  equity grants
     and similar  rights held by the Executive with respect to securities of the
     Company  shall  automatically  become  vested and shall become  immediately
     exercisable.

7.   Covenant Not to Compete.

a.   The Executive agrees that during the Employment Term, he will not, directly
     or  indirectly,  have any  ownership  interest of five percent or more in a
     corporation,   firm,  trust,   association  or  other  entity  that  is  in
     competition with the Company.

     The Executive  shall not, during the Employment Term and at any time within
     one year after the termination his employment with Company by the Executive
     or by the Company with cause, in any manner, engage or become interested in
     (as owner, stockholder, partner, director, officer, employee, consultant or
     otherwise) any business which is competitive with the business conducted by
     the Company or any of its affiliates at the time of the  termination of his
     employment  hereunder.  This  Section  8 shall  not  apply  if the  Company
     terminates  Executive's employment without cause. The Executive's ownership
     of less than five percent of the stock of a publicly owned  company,  which
     competes,  with the Company  shall not be  considered  a  violation  of the
     provisions of this Section 8(b).

c.   Without  limiting the rights of the Company  hereunder,  the parties  agree
     that  in the  event  the  Executive  violates  (in  other  than  a  willful
     violation) any of the provisions of the Section 8, the Company may give the
     Executive 30 days notice of such  violation and  opportunity to cure it; in
     the event the  violation  is not cured  within  such  30-day  period,  such
     violation  will  be  grounds  for  termination  of this  Agreement  and the

<PAGE>

     Executive's  employment  hereunder  for  cause,  in  addition  to any other
     remedies  available to the Company.  It is  expressly  understood  that the
     limitations contained in this Section 8 shall be in addition to, and not in
     substitution  of, any  provisions of a separate  non-competition  agreement
     entered  into  between the  Executive  and the  Company.  To the extent any
     provision herein is not consistent with such non-competition agreement, the
     terms and provisions of the non-competition agreement shall apply.

8.   Inventions.

a.   For purposes of the Agreement, "Invention" shall mean any and all machines,
     apparatuses, compositions of matter, methods, know-how, processes, designs,
     configurations, uses, ideas, concepts, or writings of any kind, discovered,
     conceived,  developed,  made, or produced, or any improvements to them, and
     shall  include,  but  not be  limited  to the  definition  of an  invention
     contained in the United Sates Patent Laws.

b.   The Executive understands and agrees that all Inventions,  or trademarks or
     copyrights relating thereto, which reasonably relate to the business of the
     Company and which are conceived or made by him during his employment by the
     Company either alone or with others, are the sole and exclusive property of
     the Company.  The  Executive  understands  and agrees that all  Inventions,
     trademarks, or copyrights described above in this Section 9(a) are the sole
     and exclusive  property of the Company whether or not they are conceived or
     made during regular working hours.

c.   The Executive  agrees that he will disclose  promptly and in writing to the
     Company  all  Inventions  within  the scope of this  Agreement,  whether he
     considers  them to be  patentable  or not,  which he,  either alone or with
     others,  conceives or makes (whether or not during regular  working hours).
     The Executive hereby assigns and agrees to assign all his right, title, and
     interest  in and to those  Inventions  that  relate to the  business of the
     Company  and  agrees not to  disclose  any of these to others  without  the
     written consent of the Company, except as required by the conditions of his
     employment.

d.   The  Executive  agrees  that he  will at any  time  during  his  employment
     hereunder, or after this Employment Agreement terminates, on the request of
     the Company,  (i) execute specific  assignments in favor of the Company, or
     its  nominee,  of any of the  Inventions  covered by this  Agreement,  (ii)
     execute  all  papers and  perform  all lawful  acts the  Company  considers
     necessary  or  advisable  for  the  preparation,  application  procurement,
     maintenance, enforcement, and defense of patent applications and patents of
     the United  States and  foreign  countries  for these  Inventions,  for the
     perfection or enforcement of any trademarks or copyrights  relating to such
     Inventions,  and for the transfer of any interest the  Executive  may have,
     and (iii)  execute  any and all  papers and lawful  documents  required  or

<PAGE>

     necessary  to vest sole right,  title,  and  interest in the Company or its
     nominee  of the above  Inventions,  patent  applications,  patents,  or any
     trademarks  or copyrights  relating  thereto.  The  Executive  will, at the
     Company's  expense,  execute all  documents  (including  those  referred to
     above) and do all other acts necessary to assist in the preservation of all
     the Company's interests arising under this Agreement.

9.   Secrecy.

a.   For purposes of this Agreement,  "proprietary  information"  shall mean any
     information relating to the business of the Company that has not previously
     been publicly  released by duly authorized  representatives  of the Company
     and  shall  include  (but  shall not be  limited  to)  Company  information
     encompassed  in all  computer  code,  software,  notes,  written  concepts,
     drawings,  designs, plans, proposals,  marketing and sales plans, financial
     information,  costs, pricing  information,  customer  information,  and all
     methods, concepts, or ideas in or reasonably related to the business of the
     Company.

b.   The Executive agrees to regard and preserve as confidential all proprietary
     information  pertaining to the  Company's  business that has been or may be
     obtained by the Executive  prior to or during his employment by the Company
     (whether  before,  during or after the Employment Term hereof),  whether he
     has such  information  in his memory or in writing or other  physical form.
     The  Executive  will not use for his benefit or  purposes,  nor disclose to
     others, either during the Employment Term or thereafter, except as required
     by the conditions of his employment hereunder,  any proprietary information
     connected with the business or developments of the Company.

c.   The Executive agrees not to remove from the premises of the Company, except
     as an employee of the Company in pursuit of the  business of the Company or
     any of its subsidiaries,  or except as specifically permitted in writing by
     the  Company,   any  document  or  object   containing  or  reflecting  any
     proprietary  information of the Company.  The Executive recognizes that all
     such  documents and objects,  whether  developed by him or by someone else,
     are the exclusive property of the Company. A breach of this provision shall
     be  considered  good  cause  for  termination.   Upon  termination  of  his
     employment hereunder, for any reason, the Executive shall forthwith deliver
     up  to  the  Company  all  proprietary  information,   including,   without
     limitation, all lists of customers,  correspondence,  accounts, records and
     any other documents or property made or held by him or under his control in
     relation to the business or affairs of the Company or its  affiliates,  and
     no copy of any such proprietary information shall be retained by him.

<PAGE>

10.  Injunctive Relief. The Executive acknowledges that in the event of a breach
     or threatened  breach by the Executive of any of the provisions of Sections
     8, 9 or 10, monetary damages will not adequately compensate the Company and
     the Company  shall be entitled to an injunction  restraining  the Executive
     from the  commission of such breach,  in addition to any other  remedies or
     rights the Company may have.

11.  Notices. Any notice required or permitted to be given hereunder shall be in
     writing and shall be delivered  by prepaid  registered  or certified  mail,
     return  receipt  requested.  Such duly mailed  notice shall be deemed given
     when dispatched. The address for mailed notices shall be:

a.   For the Executive:

                           Dr. Alan V. Phan
                           1904 Norwalk Blvd.
                           Artesia, CA 90701

b.   For the Company:

                           Enova Holdings, Inc. and/or Pego Systems, Inc.
                           1196 East Willow Street
                           Long Beach, CA 90806
                           Telephone: (562) 426-1321
                           Facsimile:  (562) 490-0633

with a copy to:            The Hartcourt Companies, Inc.
                           1904 Norwalk Blvd.
                           Artesia, CA  90701
                           Attn:  Mr. Alan V. Phan
                           Facsimile:  (562) 403-1130

     Any party may notify the other parties in writing of a change of address by
     serving notice in the manner provided in this Section.

12.  No  Conflicting  Agreements.  Except as set  forth  herein,  the  Executive
     represents  and warrants  that neither the  execution  and delivery of this
     Agreement  nor the  performance  of his duties  hereunder  violates or will
     violate the  provisions of any agreement to which he is a party or by which
     he is bound.

13.  Governing  Law;  Entire  Agreement.   This  Agreement  shall  be  construed
     according  to the laws of the  State of  California,  and  constitutes  the
     entire  understanding  between the parties,  superseding  and replacing all
     prior  understandings  and  agreements  relating to employment  between the

<PAGE>

     Company  and  the   Executive  and  the  parties  shall  cause  such  other
     agreements,  if any, to be terminated.  This Agreement cannot be changed or
     terminated except by an instrument in writing signed by each of the parties
     hereto.

     Amendments.  If any provision of this Agreement or the application  thereof
     shall for any reason be invalid or  unenforceable,  such provision shall be
     limited  only to the extent  necessary  in the  circumstances  to make such
     provision  valid and  enforceable  and its partial or total  invalidity  or
     unenforceability  shall in any event not affect the remaining provisions of
     this Agreement which shall continue in full force and effect.

     IN WITNESS  WHEREOF,  the undersigned have duly executed and delivered this
Agreement as of the date first above written.


ENOVA HOLDINGS, INC. / PEGO SYSTEMS, INC.


By:
   --------------------------
         President & CEO

EXECUTIVE:

By:  /s/  Dr. Alan V. Phan
     ------------------------
          Dr. Alan V. Phan