STOCK PURCHASE AGREEMENT


         STOCK  PURCHASE   AGREEMENT,   dated  as  of  October  16,  2002  (this
"Agreement"),  by and among  HALTER  CAPITAL  CORPORATION,  a Texas  corporation
having an  address  at 2591  Dallas  Parkway,  Suite 102,  Frisco,  Texas  75034
("Seller"),  on the one hand,  and Fang Dehou an  individual,  Liu Lingxiao,  an
individual,  and Li Ming each  having an office and  address at c/o Loeb & Loeb,
LLP, attention David Ficksman,  10100 Santa Monica Blvd., Los Angeles,  CA 90067
("Purchaser"), on the other hand, and LUCAS EDUCATIONAL SYSTEMS, INC., a company
incorporated  under the laws of  Delaware,  having an office and address at 2591
Dallas Parkway, Suite 102, Frisco, Texas 75034 ("Company").

                               W I T N E S S E T H

         WHEREAS,  Seller  desires  to sell to  Purchaser  84,360  shares of the
Company's common stock,  par value $0.001 per share (the "Common  Stock"),  (the
"Shares"),   representing  approximately  43.9%  of  the  Company's  issued  and
outstanding  shares  of the  Common  Stock  of the  Company,  on the  terms  and
condition set forth in this Stock Purchase Agreement ("Agreement") and allocated
as set forth on Schedule I, and

         WHEREAS,  Purchaser  desires  to  buy  the  Shares  on  the  terms  and
conditions set forth herein, and

         WHEREAS the Company  joins in the  execution of this  Agreement for the
purpose  of  evidencing  its  consent  to  the  consummation  of  the  foregoing
transactions  and  for  the  purpose  of  making  certain   representations  and
warranties to and covenants and agreements with the Purchaser.

         NOW THEREFORE,  in consideration of the promises and respective  mutual
agreements herein  contained,  it is agreed by and between the parties hereto as
follows.

                                   ARTICLE 1
                         SALE AND PURCHASE OF THE SHARES
                         -------------------------------

         1.1 Sale of the Shares.  Upon the execution of this Agreement,  subject
to  the  terms  and   conditions   herein  set  forth,   on  the  basis  of  the
representations,  warranties  and  agreements  herein  contained,  Seller  shall
deliver the Shares to Purchaser who shall purchase the Shares from the Seller.

         1.2 The Closing.  The Closing (the "Closing") shall occur  concurrently
with and be conditioned on the closing of that certain Share Exchange  Agreement
dated as of the date hereof among the Company, Purchaser and Seller.

         1.3  Instruments  of Conveyance  and Transfer.  At the Closing,  Seller
shall each deliver a  certificate  or  certificates  representing  the Shares to
Purchaser, in form and substance satisfactory to Purchaser ("Certificates"),  as
shall be effective to vest in Purchaser all right,  title and interest in and to
all of the Shares.

<PAGE>

         1.4 Consideration and Payment for the Shares . In consideration for the
Shares,  Purchaser  shall pay to the Seller the  purchase  price of Four Hundred
Forty-thousand  ($440,000.00)  Dollars in U.S. currency ("Purchase Price").  The
Purchase  Price  shall be payable  only upon  Closing (as set forth in Article 8
hereof).


                                   ARTICLE 2
                  REPRESENTATIONS AND WARRANTIES OF THE SELLER
                  --------------------------------------------

         The Sellers represents and warrants to the Purchaser the following:

         2.1 Transfer of Title. Seller shall transfer title in and to the Shares
to the  Purchaser  free and clear of all  liens,  security  interests,  pledges,
encumbrances,  charges, restrictions,  demands and claims, of any kind or nature
whatsoever, whether direct or indirect or contingent.

         (a)      Due  Execution  This  Agreement  has been  duly  executed  and
                  delivered by the Seller.

         (b)      Valid Agreement This Agreement constitutes, and upon execution
                  and delivery thereof by the Seller,  will constitute,  a valid
                  and binding  agreement of the Seller  enforceable  against the
                  Seller in accordance with its respective terms.

         (c)      Authorization.  The execution, delivery and performance by the
                  Seller of this Agreement and the delivery by the Seller of the
                  Shares  have been duly and validly  authorized  and no further
                  consent or authorization of the Seller, the Company, its Board
                  of Directors, or its stockholders is required.

         (d)      Seller's Title to Shares; No Liens or Preemptive Rights; Valid
                  Issuance.  Seller  has and at the  Closing  will have full and
                  valid  title  and  control  of the  Shares;  there  will be no
                  existing impediment or encumbrance to the sale and transfer of
                  such Shares to the Purchaser; and on delivery to the Purchaser
                  of the Shares, all of the Shares will be free and clear of all
                  taxes, liens, encumbrances, charges or assessments of any kind
                  and shall  not be  subject  to  preemptive  rights,  tag-along
                  rights,  or similar rights of any of the  stockholders  of the
                  Company.  Such Shares  will be legally  and validly  issued in
                  material compliance with all applicable U.S. federal and state
                  securities  laws,  and will be fully  paid and  non-assessable
                  shares of the Company's  common stock; and the Shares have all
                  been issued under duly authorized  resolutions of the Board of
                  Directors of the Company. At the Closing, Seller shall deliver
                  to the Purchaser certificates  representing the Shares subject
                  to  no  liens,  security  interests,  pledges,   encumbrances,
                  charges,  restrictions,  demands or claims in any other  party
                  whatsoever  with  appropriate   stock  powers  with  medallion
                  guarantees

         2.2 No Governmental Action Required.  The execution and delivery by the
Seller of this  Agreement  does not and will not,  and the  consummation  of the
transactions  contemplated  hereby will not, require any action by or in respect


                                       2
<PAGE>

of, or filing with, any  governmental  body,  agency or  governmental  official,
including   but  not  limited  to  the   Securities   and  Exchange   Commission
("Commission")  and the National  Association  of Securities  Dealers  ("NASD"),
except such  actions or filings that have been  undertaken  or made prior to the
date  hereof  and that  will be in full  force  and  effect  (or as to which all
applicable  waiting  periods have expired) on and as of the date hereof or which
are not required to be filed on or prior to the date of Closing.

         2.3  Compliance  with  Applicable  Law  and  Corporate  Documents.  The
execution and delivery by the Seller and the Company of this  Agreement does not
and will not and,  the sale by the  Seller of the  Shares  does not and will not
contravene  or  constitute a default  under or violation of (i) any provision of
applicable law or regulation,  (ii) the articles of  incorporation or by-laws of
the Seller,  the Company or (iii) any agreement,  judgment,  injunction,  order,
decree or other  instrument  binding upon the Seller or any his or the Company's
assets,  or result in the creation or imposition of any lien on any asset of the
Seller.

         2.4 Due Diligence  Materials.  The information  heretofore furnished by
the Seller to the Purchaser for purposes of or in connection with this Agreement
or any  transaction  contemplated  hereby  does  not,  and all such  information
hereafter  furnished by the Seller to the Purchaser will not (in each case taken
together and on the date as of which such information is furnished), contain any
untrue  statement of a material fact or omit to state a material fact  necessary
in  order  to  make  the  statements  contained  therein,  in the  light  of the
circumstances under which they are made, not misleading.

         2.5 Not a Voting Trust:  No Proxies.  None of the Shares are or will be
subject to any voting  trust or  agreement.  No person holds or has the right to
receive any proxy or similar  instrument  with respect to the Shares.  Except as
provided in this  Agreement,  the Seller is not a party to any  agreement  which
offers or grants to any  person  the right to  purchase  or  acquire  any of the
Shares. There is no applicable local, state or federal law, rule, regulation, or
decree  which would,  as a result of the sale  contemplated  by this  Agreement,
impair, restrict or delay any voting rights with respect to the Shares.

         2.6 Survival of  Representations.  The  representations  and warranties
herein by the Seller will be true and correct in all material respects on and as
of the Closing with the same force and effect as though said representations and
warranties  had been made on and as of the  Closing and will,  except,  provided
herein, survive the Closing.

         2.7  Adoption  of  Company's  Representations.  The  Seller  adopts and
remakes  as their  own each and  every  representation  made by the  Company  in
Article 4 below.

         2.8 No  Solicitation.  No  form  of  general  solicitation  or  general
advertising  was used by the Seller or, to the best of their  actual  knowledge,
any other person acting on behalf of the Seller,  in  connection  with the offer
and sale of the Shares. Neither the Seller, nor, to their knowledge,  any person
acting on behalf of the Seller,  have,  either  directly or indirectly,  sold or
offered for sale to any person (other than the Purchaser) any of the Shares, and
the Seller represents that he will not, nor will any person authorized to act on
his behalf (except that the Seller makes no  representation as to the Purchaser)
sell or offer for sale any such  security  to, or solicit  any offers to buy any
such security from, or otherwise  approach or negotiate in respect thereof with,
any person or persons so as thereby to cause the  issuance or sale of any of the
Shares  to be in  violation  of  any  of  the  provisions  of  Section  5 of the
Securities Exchange Act of 1934 or any other provision of law.



                                       3
<PAGE>

                                   ARTICLE 3
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                 ---------------------------------------------

         The Company represents and warrants to the Purchaser the following:

         3.1 Due  Organization.  The Company is a  corporation  duly  organized,
validly  existing and in good  standing  under the laws of the State of Delaware
(a) with full power and authority to own, lease, use, and operate its properties
and to carry on its business as and where now owned,  leased, used, operated and
conducted.  The Company has no  subsidiaries.  The Company is duly  qualified to
conduct  business  as a foreign  corporation  and is in good  standing  in every
jurisdiction  in which the  nature of the  business  conducted  by it makes such
qualification  necessary, and (b) all actions taken by the current directors and
stockholders  of the Company have been valid and in accordance  with the laws of
the State of Delaware.

         3.2 (a) Company  Authority.  The Company  has all  requisite  corporate
power and authority to enter into and perform this Agreement.

         (b)      Due Authorization.  The execution, delivery and performance by
                  the  Company  of this  Agreement  has been  duly  and  validly
                  authorized  and no  further  consent or  authorization  of the
                  Company,  its  Board  of  Directors  or  its  stockholders  is
                  required.

         (c)      Valid  Execution.  This  Agreement  has been duly executed and
                  delivered by the Company.

         (d)      Binding  Agreement.  This  Agreement  constitutes,   and  upon
                  execution   and  delivery   thereof  by  the   Company,   will
                  constitute,  a valid and  binding  agreement  of the  Company,
                  enforceable against the Company in accordance with its terms.

         (e)      No  Violation  of  Corporate  Documents  or  Agreements.   The
                  execution  and  delivery of this  Agreement by the Company and
                  the  performance by the Company of its  obligations  hereunder
                  will not cause, constitute,  or conflict with or result in (i)
                  any  breach  or  violation  or  any of  the  provisions  of or
                  constitute a default under any license,  indenture,  mortgage,
                  charter,  instrument,  articles of  incorporation,  bylaw,  or
                  other  agreement  or  instrument  to which the  Company or its
                  stockholders  are a party, or by which they may be bound,  nor
                  will any  consents or  authorizations  of any party other than
                  those hereto by  required,  (ii) an event that would cause the
                  Company  to be liable  to any  party,  or (iii) an event  that
                  would result in the creation or imposition or any lien, charge
                  or  encumbrance  on  any  asset  of  the  Company  or  on  the
                  securities of the Company to be acquired by the Purchaser.


                                       4
<PAGE>

         3.3 Authorized Capital, No Preemptive Rights, No Liens;  Anti-Dilution.
As of the date  hereof,  the  authorized  capital of the Company is  100,000,000
shares of Common  Stock,  and  10,000,000  shares of preferred  stock with a par
value of $0.001.  The issued and  outstanding  capital  stock of the  Company is
192,063  shares of Common  Stock.  All of the shares of capital  stock are, duly
authorized, validly issued, fully paid and non-assessable.  No shares of capital
stock of the Company are subject to preemptive  rights or similar  rights of the
stockholders  of the Company or any liens or  encumbrances  imposed  through the
actions or failure to act of the Company,  or  otherwise.  As of the date hereof
and at Closing,  (i) there are no  outstanding  options,  warrants,  convertible
securities,  scrip,  rights  to  subscribe  for,  puts,  calls,  rights of first
refusal, tag-along agreements, nor any other agreements,  understandings, claims
or other  commitments  or rights of any  character  whatsoever  relating  to, or
securities or rights  convertible into or exchangeable for any shares of capital
stock of the  Company,  or  arrangements  by which the  Company is or may become
bound to issue additional shares of capital stock of the Company, and (ii) there
are no  agreements  or  arrangements  under  which the Company is  obligated  to
register the sale of any of its  securities  under the  Securities Act and (iii)
there are no  anti-dilution  or price  adjustment  provisions  contained  in any
security issued by the Company (or in the Company's articles of incorporation or
by-laws or in any agreement  providing rights to security  holders) that will be
triggered by the  transactions  contemplated by this Agreement.  The Company has
furnished  to Purchaser  true and correct  copies of the  Company's  articles of
incorporation and by-laws.

         3.4 No Governmental Action Required.  The execution and delivery by the
Company of this  Agreement  does not and will not, and the  consummation  of the
transactions  contemplated  hereby will not, require any action by or in respect
of, or filing with, any  governmental  body,  agency or  governmental  official,
including but not limited to, the Commission  and the NASD,  except such actions
or filings that have been  undertaken  or made prior to the date hereof and that
will be in full force and effect (or as to which all applicable  waiting periods
have expired) on and as of the date hereof or which are not required to be filed
on or prior to the Closing.

         3.5  Compliance  with  Applicable  Law  and  Corporate  Documents.  The
execution  and delivery by the Company of this  Agreement  does not and will not
contravene  or  constitute a default  under or violation of (i) any provision of
applicable law or regulation,  (ii) the Company's  articles of  incorporation or
bylaws, or (iii) any agreement,  judgment,  injunction,  order,  decree or other
instrument binding upon the Company or any its assets, or result in the creation
or  imposition  of any  lien on any  asset of the  Company.  The  Company  is in
compliance  with  and  conforms  to  all  statutes,  laws,  ordinances,   rules,
regulations,  orders,  restrictions  and all  other  legal  requirements  of any
domestic  or  foreign   government  or  any   instrumentality   thereof   having
jurisdiction  over  the  conduct  of  its  businesses  or the  ownership  of its
properties.

         3.6 SEC Representations. Through the date hereof, the Company has filed
all forms,  reports and documents with the Commission required to be filed by it
("SEC  Reports").  The Company has delivered  and/or made available to Purchaser
true and complete copies of the required SEC Reports.  Such SEC Reports,  at the
time filed,  complied in all  material  respects  with the  requirements  of the
federal  and  state  securities  laws  and  the  rules  and  regulations  of the
Commission  thereunder  applicable to such SEC Reports. None of the SEC Reports,
including without  limitation,  any financial  statements or schedules  included
therein,  contains any untrue  statement of a material  fact or omits to state a
material fact  necessary in order to make the  statements  made, in light of the
circumstances under which they were made, not misleading.


                                       5
<PAGE>

         3.7 Financial Statements.  (a) The Purchaser has received a copy of the
audited financial  statements of the Company for the fiscal year ended March 31,
2002 ("Audited Financial Statements"),  and the related statements of income and
retained  earnings for the period then ended. The Audited  Financial  Statements
have been prepared in accordance with generally accepted  accounting  principles
consistently  followed by the Company  throughout  the periods  indicated.  Such
financial  statements  fairly present the financial  condition of the Company at
the dates  indicated and its results of their  operations and cash flows for the
periods then ended and, except as indicated therein, reflect all claims against,
debts and  liabilities  of the  Company,  fixed or  contingent,  and of whatever
nature.  Since  March 31, 2002 (the  "Balance  Sheet  Date"),  there has been no
material  adverse  change in the assets or  liabilities,  or in the  business or
condition, financial or otherwise, or in the results of operations or prospects,
of the Company,  whether as a result of any  legislative  or regulatory  change,
revocation of any license or rights to do business,  fire, explosion,  accident,
casualty, labor trouble, flood, drought, riot, storm, condemnation,  act of God,
public  force or  otherwise  and no  material  adverse  change in the  assets or
liabilities, or in the business or condition,  financial or otherwise, or in the
results of operation or prospects,  of the Company except in the ordinary course
of business.

         3.8 No  Litigation.  The  Company  is not a party to any suit,  action,
arbitration,  or  legal,   administrative,   or  other  proceeding,  or  pending
governmental  investigation.  The Company is not  subject to or in default  with
respect to any order, writ, injunction,  or decree of any federal, state, local,
or foreign court, department, agency, or instrumentality.

         3.9 No Taxes. To the best of the Company's knowledge,  it is not liable
for any  income,  sales,  withholding,  real or personal  property  taxes to any
governmental  agencies  whatsoever.  All United States federal,  state,  county,
municipality  local or foreign  income tax  returns and all other  material  tax
returns  (including foreign tax returns) which are required to be filed by or on
behalf of the Company  have been or will be filed as of the Closing Date and all
material  taxes due  pursuant  to such  returns or  pursuant  to any  assessment
received by the Company have been or will be paid as of the Closing Date, except
those being  disputed in good faith and for which  adequate  reserves  have been
established.  The charges,  accruals and reserves on the books of the Company in
respect  of  taxes  or other  governmental  charges  have  been  established  in
accordance with GAAP.

         3.10 Material  Agreements (a) The Company is not currently  carrying on
any business and is not a party to any contract, agreement, lease or order which
would subject it to any  performance or business  obligations or restrictions in
the future after the closing of the transactions contemplated by this Agreement.

         (b)      The Company has no employment contracts or agreements with any
                  of its officers, directors, or with any consultants, employees
                  or other such parties.

         (c)      The Company has no stockholder contracts or agreements.



                                       6
<PAGE>

         (d)      The Company is not in default  under any contract or any other
                  document.

         (e)      The  Company has no written or oral  contracts  with any third
                  party  except with its  transfer  agent,  Securities  Transfer
                  Corporation.

         (f)      The  Company  has no  outstanding  powers of  attorney  and no
                  obligations   concerning   the   performance   of  the  Seller
                  concerning this Agreement.

         (g)      The  Company has all  material  Permits  ("Permits"  means all
                  licenses,   franchises,   grants,   authorizations,   permits,
                  easements,  variances,   exemptions,  consents,  certificates,
                  orders and approvals  necessary to own,  lease and operate the
                  properties,  of, and to carry on the business of the Company);
                  (ii) all such  Permits are in full force and  effect,  and the
                  Company has fulfilled  and performed all material  obligations
                  with  respect  to such  Permits;  (iii) no event has  occurred
                  which  allows,  or after  notice or lapse of time would allow,
                  revocation  or  termination  by the  issuer  thereof  or which
                  results in any other material  impairment of the rights of the
                  holder of any such Permit,  and (iv) the Company has no reason
                  to believe that any governmental body or agency is considering
                  limiting, suspending or revoking any such Permit.

         (h)      Neither  the  Company  nor, to the  Company's  knowledge,  any
                  employee  or agent of the  Company  has made any  payments  of
                  funds of the Company,  or received or retained  any funds,  in
                  each case in violation of any law,  rule or regulation or of a
                  character  required to be  disclosed  by the Company in any of
                  the SEC Reports.

         (i)      There  are  no   outstanding   judgments   or  UCC   financing
                  instruments  or UCC  Securities  Interests  filed  against the
                  Company or any of its properties.

         (j)      The Company has no debt,  loan, or obligations of any kind, to
                  any of its directors,  officers,  stockholders,  or employees,
                  which will not be satisfied at the Closing.

         (k)      The Company  does not have and will not have any assets at the
                  time of Closing  other than cash,  as disclosed in the Audited
                  Financial Statements. The Company does not own any real estate
                  or any interests in real estate.  The Company does not own any
                  patents,  copyrights,  or  trademarks.  The  Company  does not
                  license  the  intellectual  property of others nor owe fees or
                  royalties on the same.

         3.11  No  Liabilities.  To the  best  of its  knowledge,  there  are no
liabilities of the Company of any kind whatsoever,  whether accrued, contingent,
absolute,  determined,  determinable  or  otherwise,  and  there is no  existing
condition,  situation or set of circumstances which could reasonably be expected
to result in such a liability. The Company does not have any debt, liability, or
obligation of any nature, whether accrued,  absolute,  contingent, or otherwise,
and  whether  due or to  become  due,  that is not  reflected  on the  Company's
financial statements.


                                       7
<PAGE>

         3.12 OTC Listing. The Company is currently listed on the OTC Electronic
Bulletin Board under the trading  symbol  "LCES".  The Company is not in default
with respect to any listing requirements of the NASD.

         3.13 Compliance with Law. To the best of its knowledge, the Company has
complied  with,  and is not in violation of any provision of laws or regulations
of federal,  state or local  government  authorities and agencies.  There are no
pending or threatened  proceedings against the Company by any federal,  state or
local government, or any department, board, agency or other body thereof.

         3.14 Corporate Documents Effective.  The articles of incorporation,  as
amended, and the bylaws of the Company, as provided to Purchaser are, or will at
Closing be, in full force and effect and all  actions of the Board of  Directors
or stockholders  required to accomplish same have, or will at Closing have been,
taken.

         3.15 No Stockholder Approval Required. The acquisition of the Shares by
Purchaser from Seller does not require the approval of the  stockholders  of the
Company  under the  Delaware  General  Corporate  Law  ("DGCL"),  the  Company's
articles of  incorporation  or bylaws,  or any other  requirement  of law or, if
stockholder  approval  is  required  it has or will,  prior to the  Closing,  be
properly obtained in accordance with the requirements of the Company's  articles
of incorporation and by-laws and the DGCL.

         3.16 No Dissenters'  Rights. The acquisition of the Shares by Purchaser
from Seller will not will not give rise to any dissenting  stockholders'  rights
under the DGCL, the Company's articles of incorporation or bylaws, or otherwise.

         3.17 Not  Subject  to Voting  Trust.  None of the Shares are or will be
subject to any voting  trust or  agreement.  No person holds or has the right to
receive any proxy or similar instrument with respect to such Shares. The Company
is not a party to any  agreement  which offers or grants to any person the right
to  purchase  or acquire  any of the  securities  to be issued  pursuant to this
Agreement. There is no applicable local, state or federal law, rule, regulation,
or decree which would,  as a result of the transfer of the Shares to  Purchaser,
impair, restrict or delay any voting rights with respect to the Shares.

         3.18 Prior Offerings.  All issuances by the Company of shares of common
stock in past transactions  have been legally and validly  effected,  and all of
such  shares of  common  stock are  fully  paid and  non-assessable.  All of the
offerings of the Company's common stock were conducted in strict accordance with
the  requirements  of  Regulation D, Rules 504 and 506, as  applicable,  in full
compliance  with the  requirements  of the Securities  Exchange Acts of 1933 and
1934,  as  applicable,  and  in  full  compliance  with  and  according  to  the
requirements of the DGCL and the Company's articles of incorporation and bylaws.

         3.19 True Representations.  The information heretofore furnished by the
Company to the Purchaser for purposes of or in connection with this Agreement or
any transaction contemplated hereby does not, and all such information hereafter
furnished by the Company to the Purchaser  will not (in each case taken together
and on the date as of which such  information is furnished),  contain any untrue
statement of a material fact or omit to state a material fact necessary in order
to make the  statements  contained  therein,  in the light of the  circumstances
under which they are made, not misleading.


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<PAGE>

         3.20 Survival. The representations and warranties herein by the Company
will be true and correct in all material  respects on and as of the Closing with
the same force and effect as though said representations and warranties had been
made on and as of the  Closing  Time and will,  except,  as  otherwise  provided
herein, survive the Closing for a period of two (2) years.

                                   ARTICLE 4
                   REPRESENTATIONS AND WARRANTIES OF PURCHASER
                   -------------------------------------------

         Unless specifically stated otherwise, Purchaser represents and warrants
that the  following  are true and correct as of the date hereof and will be true
and correct through the Closing Date as if made on that date:

         4.1  Agreement's  Validity.  This  Agreement has been duly executed and
delivered by Purchaser and constitutes legal,  valid and binding  obligations of
Purchaser,  enforceable  against  Purchaser in  accordance  with its  respective
terms, except as may be limited by applicable bankruptcy,  insolvency or similar
laws affecting  creditors'  rights  generally or the  availability  of equitable
remedies.

         4.2  Investment  Intent.  Purchaser is acquiring the Shares for its own
account for investment and not with a view to, or for sale or other  disposition
in connection with, any  distribution of all or any part thereof,  except (i) in
an offering  covered by a registration  statement  filed with the Securities and
Exchange  Commission  under the  Securities  Act  covering  the Shares,  or (ii)
pursuant to an applicable exemption under the Securities Act.

         4.3 Restricted  Securities.  Purchaser understands that the Shares have
not been  registered  pursuant to the  Securities  Act or any  applicable  state
securities   laws,  that  the  Shares  will  be   characterized  as  "restricted
securities"  under  federal  securities  laws,  and  that  under  such  laws and
applicable  regulations  the  Shares  cannot be sold or  otherwise  disposed  of
without registration under the Securities Act or an exemption therefrom. In this
connection,  Purchaser  represents that it is familiar with Rule 144 promulgated
under the Securities  Act, as currently in effect,  and  understands  the resale
limitations   imposed   thereby  and  by  the  Securities   Act.  Stop  transfer
instructions  may be issued to the transfer  agent for securities of the Company
(or a  notation  may be made  in the  appropriate  records  of the  Company)  in
connection with the Shares.

         4.4  Legend.  It  is  agreed  and  understood  by  Purchaser  that  the
certificates  representing the Shares shall each  conspicuously set forth on the
face or back thereof a legend in substantially the following form:

              THESE  SECURITIES HAVE NOT BEEN REGISTERED  UNDER THE
              SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED
              FOR SALE,  PLEDGED OR  HYPOTHECATED IN THE ABSENCE OF
              AN  EFFECTIVE   REGISTRATION   STATEMENT  AS  TO  THE
              SECURITIES UNDER SAID ACT OR PURSUANT TO AN EXEMPTION
              FROM   REGISTRATION   OR  AN   OPINION   OF   COUNSEL
              SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS
              NOT REQUIRED.


                                       9
<PAGE>

         4.5 Disclosure of Information.  Purchaser acknowledges that it has been
furnished  with  information  regarding  the Company and its  business,  assets,
results of  operations,  and financial  condition to allow  Purchaser to make an
informed decision  regarding an investment in the Shares.  Purchaser  represents
that it has had an opportunity to ask questions of and receive  answers from the
Company  regarding the Company and its business,  assets,  results of operation,
and financial condition.

                                   ARTICLE 5
                                 INDEMNIFICATION
                                 ---------------

         5.1 Seller hereby agrees to,  indemnify and hold harmless the Purchaser
and the Company (which includes,  for purposes of this Article,  Purchaser's and
the Company's  officers and  directors,  and  stockholders)  against any Losses,
joint or several,  to which Purchaser may become subject under the Exchange Act,
any state or federal law, statutory or common law, or otherwise, insofar as such
losses,  claims,  damages or  liabilities  (or actions or  proceedings,  whether
commenced or threatened,  in respect  thereof) arise by reason of the inaccuracy
of any warranty or representation  contained in this Agreement,  or any omission
or alleged  omission  to state  therein a material  fact  required  to be stated
therein or necessary to make the statements  therein not misleading,  and Seller
will in addition reimburse  Purchaser and the Company for any legal or any other
expenses  reasonably  incurred by Purchaser in connection with  investigating or
defending any such loss, claim, liability,  action or proceeding. Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on behalf of  Purchaser  and shall  survive  the Closing for a period of one (1)
year. As used herein,  "Losses" means any loss, claim,  demand,  damage,  award,
liabilities, suits, penalties,  forfeitures, cost or expense (including, without
limitation,  reasonable  attorneys',  consultant and other professional fees and
disbursements of every kind, nature and description).

                                    ARTICLE 6
                                    COVENANTS
                                    ---------

         6.1 From the date of this  Agreement  to  Closing,  the  Seller and the
Company covenant as follows.

         (a)      Seller will to the best of their ability  preserve  intact the
                  current status of the Company and the trading  capacity of the
                  Company as a NASD Bulletin Board company.

         (b)      The Seller will  furnish  Purchaser  with  whatever  corporate
                  records  and  documents  are  available,  such as  articles of
                  incorporation and bylaws.

         (c)      The Company will not enter into any contract, written or oral,
                  or business transaction,  merger or business  combination,  or
                  incur any debts,  loan,  or  obligations  without  the express
                  written consent of Purchaser or enter into any agreements with
                  its officers, directors, or stockholders.


                                       10
<PAGE>

         (d)      The  Company   will  not  amend  or  change  its  articles  of
                  incorporation  or Bylaws,  or issue any further  shares in the
                  common  stock  of the  Company  without  the  express  written
                  consent of Purchaser.

         (e)      The  Company  will not issue any stock  options,  warrants  or
                  other  rights or  interest  in the  Shares or to its shares of
                  common stock.

         (f)      The Seller will not encumber or mortgage any right or interest
                  in the Shares,  and will not transfer any rights to the Shares
                  to any third party whatsoever.

         (g)      The Company will not declare any dividend in cash or stock, or
                  any other benefit to its stockholders.

         (h)      The Company  will not  institute  any bonus,  benefit,  profit
                  sharing,  stock  option,  pension  retirement  plan or similar
                  arrangement.

         (i)      The Seller will obtain and submit to the Purchaser resignation
                  of current officers and directors.

         (j)      The  Company  will  arrange  for the  Company's  current  bank
                  account  to be closed  and the  delivery  of all bank  account
                  statements and records pertaining to this account.

                                   ARTICLE 7
                        CLOSING AND DELIVERY OF DOCUMENTS
                        ---------------------------------

         7.1 Closing.  The Closing shall be held as soon as practical  after the
date hereof (the "Closing Date") but no later than October  31,2002  pursuant to
an escrow  through Loeb & Loeb.  The Closing shall occur as a single  integrated
transaction, as follows.

         (a)      Delivery by Seller
                  ------------------

                  (i)      Seller  shall   deliver  to  Loeb  &  Loeb  LLP  such
                           instruments,   documents  and   certificates  as  are
                           required   to  be   delivered   by   Seller   or  its
                           representatives  pursuant to the  provisions  of this
                           Agreement.

                  (ii)     Seller shall deliver the  Certificates to Loeb & Loeb
                           LLP as directed by Purchaser.

         (b)      Delivery by Purchaser
                  ---------------------

                  (i)      The Purchaser shall pay to the Seller  $440,000.00 by
                           wire  transfer  as  instructed  by Seller  subject to
                           offset for any finder's fees.

                  (ii)     A certificate executed by Purchaser dated the Closing
                           Date,   certifying  that  the   representations   and
                           warranties of Purchaser  contained in this  Agreement
                           are then true in all respects.


                                       11
<PAGE>

                                   ARTICLE 8
                        TERMINATION, AMENDMENT AND WAIVER
                        ---------------------------------

         8.1 Waiver. Any term, provision, covenant, representation,  warranty or
condition  of this  Agreement  may be waived,  but only by a written  instrument
signed by the party  entitled to the benefits  thereof.  The failure or delay of
any party at any time or times to require performance of any provision hereof or
to exercise its rights with respect to any  provision  hereof shall in no manner
operate as a waiver of or affect such  party's  right at a later time to enforce
the same. No waiver by any party of any condition, or of the breach of any term,
provision, covenant,  representation or warranty contained in this Agreement, in
any one or more  instances,  shall be deemed to be or  construed as a further or
continuing  waiver  of any such  condition  or  breach  or  waiver  of any other
condition of the breach of any other term, provision,  covenant,  representation
or warranty.  No  modification or amendment of this Agreement shall be valid and
binding unless it be in writing and signed by all parties hereto.

         8.2 Termination by Purchaser.  Notwithstanding anything to the contrary
herein, Purchaser shall have the right, in its sole and absolute discretion,  at
any  time  prior  to its  payment  of the  Purchase  Price,  to  terminate  this
Agreement, in which event, this Agreement shall be terminated and no party shall
have any further obligation to any other party.

                                   ARTICLE 9
                                  MISCELLANEOUS
                                  -------------

         9.1 Entire  Agreement.  This Agreement sets forth the entire  agreement
and  understanding  of the  parties  hereto  with  respect  to the  transactions
contemplated  hereby,  and supersedes  all prior  agreements,  arrangements  and
understanding  related to the subject matter hereof. No understanding,  promise,
inducement,  statement  of  intention,  representation,  warranty,  covenant  or
condition, written or oral, express or implied, whether by statute or otherwise,
has been made by any party hereto which is not embodied in this Agreement or the
written statement, certificates, or other documents delivered pursuant hereto or
in connection with the  transactions  contemplated  hereby,  and no party hereto
shall be bound by or liable for any alleged understanding,  promise, inducement,
statement, representation, warranty, covenant or condition not set forth.

         9.2 Notices. Any notice or communications  hereunder must be in writing
and given by depositing same in the United States mail addressed to the party to
be  notified,  postage  prepaid and  registered  or  certified  mail with return
receipt requested or by delivering same in person.  Such notices shall be deemed
to have been received on the date on which it is hand  delivered or on the third
business  day  following  the date on which it is to be mailed.  For  purpose of
giving notice, the addresses of the parties shall be:

If to Seller:
-------------

                  Halter Capital Corporation
                  2591 Dallas Parkway, #102
                  Frisco, TX 75034
                  Fax: 469-633-0069



                                       12
<PAGE>

If to Purchaser to:
-------------------

                  David Ficksman
                  Loeb & Loeb, LLP
                  10100 Santa Monica Blvd.
                  Los Angeles, CA 90067
                  Fax 310-282-2000

If to Company to:
-----------------

                  Lucas Educational Systems, Inc.
                  2591 Dallas Parkway, #102
                  Frisco, TX 75034
                  Fax: 469-633-0069



         9.3 Governing  Law. This  Agreement  shall be governed in all respects,
including validity, construction,  interpretation and effect, by the laws of the
State of Texas  (without  regard to principles of conflicts of law). The parties
agree that any service of process to be made  hereunder may be made by certified
mail, return receipt requested,  addressed to the party at the address appearing
in Section 10.2,  together with a copy to be delivered to such party's attorneys
via telecopier (if provided in Section 10.2). Such service shall be deemed to be
completed when mailed and sent and received by telecopier.  Seller and Purchaser
each  waives  any  objection  based on  forum  non-conveniens.  Nothing  in this
paragraph  shall affect the right of Seller or Purchaser to serve legal  process
in any other manner permitted by law.

         9.4 Counterparts.  This Agreement may be executed by the parties hereto
in separate  counterparts each of which shall be deemed an original,  but all of
which together shall constitute one and the same instrument.

         9.5 Waivers and Amendments;  Non-Contractual Remedies;  Preservation of
Remedies.  This  Agreement may be amended,  superseded,  canceled,  renewed,  or
extended,  and the terms  hereof  may be  waived,  only by a written  instrument
signed by authorized representatives of the parties or, in the case of a waiver,
by an authorized representative of the party waiving compliance. No such written
instrument shall be effective unless it expressly recites that it is intended to
amend, supersede,  cancel, renew or extend this Agreement or to waive compliance
with one or more of the terms  hereof,  as the case may be. No delay on the part
of any party in exercising any right,  power or privilege  shall hereunder shall
operate  as a waiver  thereof,  nor shall any waiver on the part of any party of
any such right,  power or  privilege,  or any single or partial  exercise of any
such right,  power of privilege,  preclude any further  exercise  thereof or the
exercise of any other right, power or privilege.  The rights and remedies herein
provided are cumulative and are not exclusive of any rights or remedies that any
party may  otherwise  have at law or in equity.  The rights and  remedies of any
party based upon, arising out of or otherwise in respect of any inaccuracy in or
breach of any representation,  warranty, covenant or agreement contained in this
Agreement  shall  in no way be  limited  by the fact  that  the  act,  omission,


                                       13
<PAGE>

occurrence  or other state of facts upon which any claim of any such  inaccuracy
or  breach  is  based  may  also be the  subject  of any  other  representation,
warranty,  covenant or agreement  contained in this  Agreement  (or in any other
agreement between the parties) as to which there is no inaccuracy or breach.

         9.6  Binding  Effect;  No  Assignment,   No  Third-Party  Rights.  This
Agreement  shall be binding  upon and inure to the  benefit of the  parties  and
their  respective  successors  and  permitted  assigns.  This  Agreement  is not
assignable without the prior written consent of each of the parties hereto or by
operation of law.

         9.7 Further  Assurances.  Each party shall, at the request of the other
party, at any time and from time to time following the Closing  promptly execute
and deliver, or cause to be executed and delivered, to such requesting party all
such further  instruments  and take all such further action as may be reasonably
necessary  or  appropriate  to carry  out the  provisions  and  intents  of this
Agreement and of the instruments delivered pursuant to this Agreement.

         9.8 Severability of Provisions.  If any provision or any portion of any
provision of this  Agreement  or the  application  of any such  provision or any
portion  thereof  to any  person  or  circumstance,  shall  be held  invalid  or
unenforceable,  the  remaining  portion  of such  provision  and  the  remaining
provisions of the Agreement,  or the application of such provision or portion of
such provision is held invalid or unenforceable to person or circumstances other
than  those  as to which  it is held  invalid  or  unenforceable,  shall  not be
affected  thereby and such  provision or portion of any  provision as shall have
been held invalid or  unenforceable  shall be deemed  limited or modified to the
extent  necessary  to make it valid  and  enforceable,  in no event  shall  this
Agreement be rendered void or unenforceable.

         9.9  Exhibits  and  Schedules.  All exhibits  annexed  hereto,  and all
schedules referred to herein, are hereby incorporated in and made a part of this
Agreement as if set forth herein.  Any matter disclosed on any schedule referred
to herein shall be deemed also to have been  disclosed  on any other  applicable
schedule referred to herein.

         9.10  Captions.  All  section  titles  or  captions  contained  in this
Agreement  or in any schedule or exhibit  annexed  hereto or referred to herein,
and the table of contents to this Agreement, are for convenience only, shall not
be  deemed  a part of this  Agreement  and  shall  not  affect  the  meaning  or
interpretation  of this  Agreement.  All references  herein to sections shall be
deemed  references  to such parts of this  Agreement,  unless the context  shall
otherwise require.



                                       14
<PAGE>

         9.11  Expenses.   Except  as  otherwise   expressly  provided  in  this
Agreement,  whether or not the Closing  occurs,  each party hereto shall pay its
own expenses  incidental to the preparation of this Agreement,  the carrying out
of the provisions hereof and the consummation of the transactions contemplated.

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as
of the date first written herein above.


                                                     HALTER CAPITAL CORPORATION



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


                                                     ---------------------------
                                                     Li Ming



                                                     ---------------------------
                                                     Fang Dehou



                                                     ---------------------------
                                                     Liu Lingxiao







                                                     LUCAS EDUCATIONAL SYSTEMS



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