THIS EXCHANGE AGREEMENT (the "Agreement") is made this 23rd day of December, 1999 by and
between The Hartcourt Companies Inc., a Utah corporation
("Hartcourt") and GoCall Inc., a Delaware corporation ("GoCall")
WHEREAS, GoCall and Hartcourt wish to form a strategic alliance for the development of certain common
interests of the two corporations, including but not limited to the development of GoCall's internet related
development-stage businesses and software; and
WHEREAS, Hartcourt and GoCall wish to effect the proposed strategic alliance by exchanging shares of the two
respective corporations' common stock.
IN CONSIDERATION of the mutual promises contained herein, the benefits to be derived by each party
hereunder and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly
acknowledged, Hartcourt and GoCall agree as follows:
On the basis of the representations and warranties herein contained, subject to the terms and conditions set forth
herein, GoCall agrees to exchange One Million (l,000,000) shares of its Convertible Preferred Stock (par value
@ $5.00) stock (the GoCall Shares") exercisable to 10 shares of GoCall Common Stock (Restricted under Rule
144 for 12 months) for each share of Convertible Preferred Shares so exchanged for all of the shares as set forth
in Schedule "A" attached hereto and made a part hereof ("Hartcourt Shares").
A. CLOSING DATE. The closing of the exchange contemplated by this Agreement (the "Closing") shall occur
upon the transfer of the GoCall Shares to Hartcourt (the Transfer Date"), on December 29, 1999 at 4:00 PM of
that day at the offices of Hartcourt. At the Closing, Hartcourt shall deliver its consideration to GoCall and GoCall
shall deliver its consideration to Hartcourt in a simultaneous transaction. Notwithstanding the date of Closing, the
Effective Date shall be December 29, 1999.
3. REPRESENTATIONS AND WARRANTIES OF GOCALL
GoCall hereby represents and war