STOCK PURCHASE AGREEMENT
                            ------------------------

         STOCK  PURCHASE  AGREEMENT,  dated  as of May 24,  2001 by and  between
HALTER CAPITAL CORPORATION a company incorporated under the laws of the state of
Texas,  having an office and address at 2591 Dallas Parkway,  Suite 102, Frisco,
TX 75034  ("Purchaser"),  J. D.  Young an  individual  with an  address  at 3500
Ranchero  Drive,  Plano,  TX 75093,  Mark C. Milgrom Living Trust UTA 11/13/1996
with an address at 28960  Lake Park  Drive,  Farmington  Hills,  MI 48331,  Mike
Herubin & Margaret  Herubin as Joint  Tennants  with an address at 540 Edinburgh
Lane,  Coppell,  TX 75019,  collectively  referred  to as  ("Seller")  and LUCAS
EDUCATION  SYSTEMS,  INC.  a company  incorporated  under the laws of  Delaware,
having an office and address at 17950 Preston Road, Suite 912, Dallas,  TX 75252
("Company").

W I T N E S S E T H

         WHEREAS,  Seller desires to sell to Purchaser  1,687,178  shares of the
Company's  common  stock  ("Shares"),  representing  approximately  50.5% of the
Company's issued and outstanding  shares in the common stock of the Company,  on
the  terms  and   condition   set  forth  in  this  Stock   Purchase   Agreement
("Agreement"), and

         WHEREAS,  Purchasers  desire  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
transaction and for the purpose of making certain representations and warranties
to and covenants and agreement 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 I
                         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 Seller.

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

1.3      Consideration  and  Payment for the Shares . In  consideration  for the
         Shares, Purchaser shall pay to Seller the Purchase price of One Hundred
         Twenty Three  Thousand  Seven Hundred Sixty One dollars and Fifty cents
         ($123,761.50) Dollars in U.S. currency ("Purchase Price"). The Purchase
         Price  shall be payable  only upon  Closing  (as set forth in Article 7
         hereof). Additionally, Purchaser will pay to Seller 75% of the net cash
         balance remaining in the Company's bank account as of closing date.



                                       1
<PAGE>

                                    ARTICLE 2
                    RESIGNATION OF THE DIRECTORS AND OFFICERS
                    -----------------------------------------

2.1      Prior to the  Closing,  the  Company  will cause  each  person who is a
         director or officer of the  Company,  as set forth in Schedule  2.1, to
         submit his or her  written  resignation  as  director or officer of the
         Company which will be effective  immediately  and the Company will take
         all steps  required to appoint  nominees of Purchaser as directors  and
         officers of the Company.

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

         The Seller represents and warrants to the Purchaser the following

3.1      Transfer of Title. Seller shall transfer title, in and to the Shares to
         the Purchase 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.

3.2      Compliance with Applicable Law and Corporate  Documents.  The execution
         and delivery by the Seller of this  Agreement did not and will not and,
         the sale by the Seller of the Shares will not  contravene or constitute
         a default under or violation of (i) any provision of applicable  law or
         regulation, (ii) any agreement,  judgment, injunction, order, decree or
         other instrument  binding upon the Seller or any its assets,  or result
         in the creation or imposition of any lien on any asset of the Seller.


3.3      Due Diligence  Materials.  The information  heretofore furnished by the
         Seller to the  Purchase  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 Purchase 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.


3.4      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
<PAGE>

3.5      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.

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

3.7      Notwithstanding  the  foregoing,  in no-event shall the Seller have any
         liability under the provisions of this Paragraph 2 or under Paragraph 4
         and 6 hereof  that  shall  arise  in whole or in part  from the acts of
         failures to act by the Purchaser


                                    ARTICLE 4
                  REPRESENTATIONS AND WARRANTIES OF THE COMPANY
                  ---------------------------------------------

         The Company represents and warrants to the Purchaser the following:

4.1      Due Organization.  The Company is a corporation duly organized, validly
         existing and in good standing  under the laws of Delaware (as evidenced
         by the certificate of good standing attached hereto as Schedule 4.1 (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 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 (as evidenced by the certificates of good
         standing  attached hereto as Schedule 4.1 (b). All actions taken by the
         directors  and  shareholders  of the  Company  have  been  valid and in
         accordance with the laws of the State of Delaware.

4.2      (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 shareholders 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.

4.3      Authorized Capital, No Preemptive Rights, No Liens;  Anti-Dilution.  As
         of the date hereof, the authorized capital of the Company is 20,000,000
         shares of common  stock with $.001 par value per share.  The issued and
         outstanding  capital stock of the Company is 3,339,015 shares of common
         stock  and no other  shares of  capital  stock of the  Company  will be
         issued  or  outstanding  as  of  the  date  of  Closing.  All  of  such
         outstanding shares of capital stock are, or upon issuance will be, 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  stockholder  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,


                                       3
<PAGE>

         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 of
         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.

4.4      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, (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  statuettes,   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.

4.5      SEC  Representations.  During its last  fiscal  year  through  the date
         hereof,  the Company has timely filed all forms,  reports and documents
         with the  Commission  required to be filed by it (all of the  foregoing
         filed  prior to the  date  hereof,  including  but not  limited  to any
         filings  required  in  connection  with or pursuant  to  Regulation  D,
         Sections 504, 505, and 506, as  applicable,  and all exhibits  included
         therein and financial  statements  and schedules  thereto and documents
         (other than exhibits) incorporated by reference therein, being referred
         to herein collectively as the "SEC Reports"). The Company has delivered
         to  Purchaser  true and complete  copies of the SEC  Reports.  Such SEC
         Reports, at the time filed,  complied in all material respects with the
         requirements of the federal and state securities laws Act 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.

4.6      Financial  Statements.  (a) The  Purchaser  has  received a copy of the
         unaudited  financial  statements  of the Company  for the period  ended
         March 31,  2001,  and the  related  statements  of income and  retained
         earnings for the period then ended. The unaudited financial  statements
         have been prepared by  management,  and are believed to fairly  present
         the  financial  position of the Company as of the date of the financial
         statements.  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.
         Additionally   the  Company  will  have  no   undisclosed  or  material
         liabilities of any kind or nature as of the Closing Date.


                                       4
<PAGE>

         (a)  Since March 31, 2001 (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; and no fact or
              condition  exists or is  contemplated  or  threatened  which might
              cause such a change in the future.

         (b)  There  have been no  material  adverse  changes  in the  Company's
              business,  properties,  results of operation, condition (financial
              or otherwise) or prospects since the Balance Sheet Date.

4.7      No  Litigation.  The  Company  is  not a  party  to any  suit,  action,
         arbitration, or legal, administrative,  or other proceeding, or pending
         governmental investigation. To the best knowledge of the Company, there
         is no basis for any such  action or  proceeding  and no such  action or
         proceeding  is  threatened  against  the Company and 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.

4.8      No Taxes. The Company is not liable for any undisclosed 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 filed and all  material
         taxes due  pursuant  to such  returns  or  pursuant  to any  assessment
         received by the Company have been paid,  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.

4.9      (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 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 shareholder contracts or agreements.

         (d)  The Company has no outstanding  obligations  related to its, stock
              option plans or employee benefit plans.

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

         (f)  The Company has no undisclosed  written or oral contracts with any
              third party.


                                       5
<PAGE>

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

         (h)  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.

         (i)  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 (x) in
              violation  of any law,  rule or  regulation  or (y) of a character
              required to be disclosed by the Company in any of the SEC Reports.

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

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

4.10     No Liabilities.  There are noundisclosed  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.

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

4.12     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

4.13     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.

4.14     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 shareholders required to accomplish same have, or
         will at Closing have been, taken.


                                       6
<PAGE>

4.15     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.

4.16     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 one (1) year.

                                    ARTICLE 5
                                    COVENANTS
                                    ---------

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

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

5.2      The Seller will furnish  Purchaser with whatever  corporate records and
         documents are available, such as Articles of Incorporation and Bylaws.

5.3      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
         shareholders.

5.4      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.

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

5.6      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.

5.7      The  Company  will not declare  any  dividend in cash or stock,  or any
         other benefit to its shareholders.

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


                                       7
<PAGE>

5.9      The  Seller  will  obtain and submit to the  Purchaser  resignation  of
         current  officers and directors.  5.10 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.

5.11     The Company will obtain audited financial  statements from its auditors
         for the fiscal year ended March 31, 2001 and will file the required 10K
         report with the Securities & Exchange Commission on a timely fashion.



                                    ARTICLE 6
                                 INDEMNIFICATION
                                 ---------------

6.1      The Company and Seller do, jointly and  severally,  and hereby do agree
         to, indemnify and hold harmless the Purchaser (which includes,  for the
         purposes of this  Article,  Purchaser's  officers  and  directors,  and
         shareholders)  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 the  Company  and Seller  will in  addition  reimburse
         Purchaser 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 sale of the  Shares  to
         Purchaser.  As used herein,  "Losses"  means any loss,  claim,  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 7
                        CLOSING AND DELIVERY OF DOCUMENTS
                        ---------------------------------

7.1      Closing.  The  closing  shall be held on or before  July 1,  2001.  The
         Closing shall occur as a single integrated transaction, as follows.

         (a)  Delivery by Seller

                  (i)      Seller   shall   deliver   to  the   Purchaser   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 as directed by
                           Purchaser.


         (b)  Delivery by Purchaser

                  (i)      The  Purchaser  shall pay the  Purchase  Price to the
                           Seller in form of a cashier's  check made  payable to
                           the Seller.


                                       8
<PAGE>

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


                                    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 Agreements 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 Purchaser:
                           ----------------
                           Halter Capital Corporation
                           2591 Dallas Parkway, Suite 102
                           Frisco, TX 75034


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<PAGE>

                           If to Seller or the Company:
                           ----------------------------
                           c/o Jeffrey R. Gullo
                           5600 Woodspring Drive
                           Plano, TX 75093


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).  Each of the parties  hereto agrees to submit to the exclusive
         jurisdiction of any federal or state court within the County of Dallas,
         with respect to any claim or cause of action  arising under or relating
         to this Agreement.  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  9.2,
         together  with a copy to be  delivered to such  party's  attorneys  via
         telecopier ( if provided in Section 9.2).  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      Taxes. Any  income  taxes required  to be paid in  connection  with the
         payments due  hereunder,  shall be borne by the party  required to make
         such payments.  Any withholding  taxes in the nature of a tax on income
         shall be deducted from payments due, and the party required to withhold
         such  tax  shall  furnish  to the  party  receiving  such  payment  all
         documentation  necessary to prove the proper amount to withhold of such
         taxes  and to  prove  payment  to the tax  authority  of such  required
         withholding.

9.6      Waivers  and  Amendments;  Non-Contractual  Remedies;  Preservation  of
         Remedies.  This  Agreement  may  be  amended,  superseded,   cancelled,
         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,  supercede,
         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,  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.


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<PAGE>

9.7      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.

9.8      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.

9.9      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.

9.10     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.

9.11     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.

9.12     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.




                                       11
<PAGE>

         HALTER CAPITAL CORPORATION



         ------------------------------           ------------------------------
         By: Kevin B. Halter, President           By:


         LUCAS EDUCATION SYSTEMS, INC.



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








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