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Rattlesnake

06/16/04 4:01 AM

#8536 RE: McCorry #8535

Shareholder letter, soeben per mail gekommen..

June 14, 2004

Dear Shareholders:

As the new CEO of the company, I want to share with you my perspective of the company, where we are, where we are going and how we plan to do it.

As directed by the Board, my principal objective over the next 12 months would be to upgrade Hartcourt and its subsidiaries' operations to the quality level of a world-class enterprise. Externally, we will sharply focus on our core competitive advantages in the market place, invest resources on the business units where we have the critical mass and enjoy clear market leadership position. Those business units not meeting the criteria will be either restructured, repositioned or spun off. Internally, we will put in place a robust financial management system, define and improve operational metrics, identify and implement cost reduction initiatives and set high standards on corporate governance. We believe that Hartcourt's tangible and intangible values will increase proportionately as we focus on the three equally important elements: growth, profitability and liquidity. I know the share price would be the most important issue to you, but we cannot have a stable share price without the fundamentals being firmly in place.

In line with this management direction, we will amend our approach to the investor relations program as well. The dissemination of information on Hartcourt will be primarily done through the SEC filings such as Form 8K, 10Q and 10K. There will not be too many Press Releases or Public Announcements. Operational management is a solid, down-to-earth, incremental improvement process. Our aim is to have actual performance exceeding expectations rather than project optimistic future outlooks. The management team will continue to listen to your constructive criticisms and suggestions. Please Email us directly at info@hartcourt.com. We will continue to compile and publish the most common and interesting questions in our monthly Q&A.

On the investment side, due to the small trading volume, our share price has been easily manipulated by the market makers and the short sellers. To counter this negative factor, we need to attract new investors, especially institutional investors. Programs are in place to achieve this objective. We are planning a September road show and continue to work towards putting our listing on a new exchange.

Finally, China's growing economy provides a favorable environment for Hartcourt's thriving business. We will re-start the acquisition program as another growth engine when the share price reflects the true value of Hartcourt. With the support of our employees, suppliers and, of course, our fellow shareholders, we expect to have a year marked as solid operational improvements and the beginning of an even brighter future in the years beyond.

Best regards,

Carrie Hartwick