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On April 27, 2000, Hartcourt signed a Stock Purchase Agreement Term Sheet with a third party to form a new entity of which Hartcourt desires to purchase fifty-one percent (51%) of the outstanding shares of the capital stock and the third party agrees to retain the remaining forty-nine percent (49%) of the outstanding shares. The third party being the sole owner all of rights, title and interest in an operating company desires to contribute fifty-one percent (51%) of its share to the new entity. The transaction is to close no later than 45 days following the execution of this Agreement during which time all due diligence shall be completed, which includes evaluation of the third party and the operating company by Morgan Stanley, a legal opinion of counsel as to the acceptability of the proposed structure of Hartcourt`s acquisition of fifty-one percent (51%) of new entity, financial reviews, et al. The purchase price shall be not less than US$50,000,000 in cash and not exceeding US$76,000,000 (including US$50,000,000 in cash together with marketable shares of upto US$26,000,000 in value). The terms of the Agreement required: a) Hartcourt to deposit $10,000,000 in an escrow account no later than April 28, 2000 upon complete execution of the Agreement; b) upon completion of all of its due diligence, including evaluation by Morgan Stanley and confirmation by legal counsel as to acceptable structure, Hartcourt shall deposit such additional funds as shall be determined as required in conformity with the value established by Morgan Stanley. On April 28, 2000, Hartcourt entered into an agreement with another third party who opened the escrow and deposited $10,000,000 on behalf of Hartcourt. Hartcourt is currently performing its due diligence and expects to complete the transaction.

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