<PAGE>


EXH. 10.1   STOCK EXCHANGE AGREEMENT BETWEEN FUTURE EDUCATIONAL SYSTEMS, INC.
         AND YOUR FUTURE HOLDINGS, INC. DATED DECEMBER 22, 2000.


                            STOCK EXCHANGE AGREEMENT


         THIS AGREEMENT is made and entered into this 22nd day of December,
2000, by and between Future Educational Systems, Inc., a Nevada corporation
("FESI") and Your Future Holdings, Inc. ("YFHI"), a Nevada corporation.

     The parties agree as follows:

     1.  The Acquisition.
         1.1      Purchase and Sale Subject to the Terms and Conditions of this
                  Agreement. At the Closing to be held as provided in Section 2


                                      45.
<PAGE>


                  hereof, FESI shall sell THIRTY MILLION (30,000,000) shares of
                  common stock of FESI (the "FESI Shares") to the shareholders
                  of YFHI, and the shareholders of YFHI shall purchase the FESI
                  Shares from FESI, free and clear of all encumbrances other
                  than restrictions imposed by Federal and State securities
                  laws. The FESI Shares shall be delivered to YFHI for further
                  delivery to the Shareholders of YFHI as set forth in Exhibit
                  "A" hereto.

         1.2      Purchase Price. YFHI will exchange FIFTEEN MILLION
                  (15,000,000) shares of its common stock, representing 100% of
                  the issued and outstanding common stock of YFHI (the "YFHI
                  Shares") for the FESI Shares. The YFHI Shares shall be issued
                  and delivered to FESI.

     2.  The Closing.
         2.1      Place and Time. The closing of the sale and exchange of the
                  FESI Shares for the YFHI Shares (the "Closing") shall take
                  place at 1900 Avenue of the Stars, Suite 1635, Los Angeles,
                  CA, no later than the close of business on December 22, 2000
                  or at such other place, date and time as the parties may agree
                  in writing.

         2.2      Deliveries by YFHI. At the Closing, the shareholders of YFHI
                  shall deliver the following to FESI:

                  2.2.1    The YFHI Shares issued to FESI as contemplated by
                           section 1 hereof.

                  2.2.2    The documents contemplated by Section 3 hereof.

                  2.2.3    All other documents, instruments and writings
                           required by this Agreement to be delivered by YFHI at
                           the Closing and any other documents and records
                           relating to YFHI's business reasonably requested by
                           FESI in connection with this Agreement.

         2.3      Deliveries by FESI. At the Closing, FESI shall deliver the
                  following to YFHI and/or shareholders of YFHI:

                  2.3.1    The FESI Shares for further delivery to the YFHI
                           shareholders as contemplated by section 1 hereof.

                  2.3.2    The documents contemplated by Section 4 hereof.

                  2.3.3    All other documents, instruments and writings
                           required by this Agreement to be delivered by FESI at
                           the Closing.


                                      46.
<PAGE>


     3.  Conditions to FESI's Obligations. The obligations of FESI to effect the
         Closing shall be subject to the satisfaction at or prior to the Closing
         of the following conditions, any one or more of which may be waived by
         FESI:

         3.1    No Injunction. There shall not be in effect any injunction,
                order or decree of a court of competent jurisdiction that
                prevents the consummation of the transactions contemplated by
                this Agreement, that prohibits FESI's acquisition of the YFHI
                Shares or the FESI Shares by shareholders of YFHI or that will
                require any divestiture as a result of FESI's acquisition of the
                YFHI Shares or that will require all or any part of the business
                of FESI to be held separate and no litigation or proceedings
                seeking the issuance of such an injunction, order or decree or
                seeking to impose substantial penalties on FESI or YFHI if this
                Agreement is consummated shall be pending.

         3.2    Representations, Warranties and Agreements. (a) The
                representations and warranties of YFHI set forth in this
                Agreement shall be true and complete in all material respects as
                of the Closing Date as though made at such time, and (b) YFHI
                shall have performed and complied in all material respects with
                the agreements contained in this Agreement required to be
                performed and complied with by it at or prior to the Closing.

         3.3    Regulatory Approvals. All licenses, authorizations, consents,
                orders and regulatory approvals of governmental bodies necessary
                for the consummation of FESI's acquisition of YFHI Shares shall
                have been obtained by YFHI and shall be in full force and
                effect.

     4.  Conditions to YFHI's Obligations. The obligations of YFHI to effect the
         Closing shall be subject to the satisfaction at or prior to the Closing
         of the following conditions, any one or more of which may be waived by
         YFHI:

         4.1      No Injunction. There shall not be in effect any injunction,
                  order or decree of a court of competent jurisdiction that
                  prevents the


                                      47.
<PAGE>


                  consummation of the transactions contemplated by this
                  Agreement, that prohibits YFHI's acquisition of the FESI
                  Shares or the YFHI Shares by shareholders of FESI or that will
                  require any divestiture as a result of YFHI's acquisition of
                  the FESI Shares or that will require all or any part of the
                  business of YFHI to be held separate and no litigation or
                  proceedings seeking the issuance of such an injunction, order
                  or decree or seeking to impose substantial penalties on YFHI
                  or FESI if this Agreement is consummated shall be pending.

         4.2      Representations, Warranties and Agreements. (a) The
                  representations and warranties of FESI set forth in this
                  Agreement shall be true and complete in all material respects
                  as of the Closing Date as though made at such time, and (b)
                  FESI shall have performed and complied in all material
                  respects with the agreements contained in this Agreement
                  required to be performed and complied with by it at or prior
                  to the Closing.

         4.3      Regulatory Approvals. All licenses, authorizations, consents,
                  orders and regulatory approvals of governmental bodies
                  necessary for the consummation of YFHI's acquisition of FESI
                  Shares shall have been obtained by FESI and shall be in full
                  force and effect.

     5.  Representations and Warranties of YFHI.  YFHI represents and warrants
         to FESI that, to the knowledge of YFHI, and except as set forth in the
         YFHI Disclosure Letter:

         5.1      Organization of YFHI; Authorization. YFHI is a corporation
                  duly organized, validly existing and in good standing under
                  the laws of Nevada with full corporate power and authority to
                  execute and deliver this Agreement and to performs its
                  obligations hereunder. The execution, delivery and performance
                  of this Agreement have been duly authorized by all necessary
                  corporate action of YFHI and this Agreement constitutes a
                  valid and binding obligation of YFHI, enforceable against it
                  in accordance with its terms.

         5.2      Capitalization. As of the Closing Date, all of the issued and
                  outstanding shares of common stock of YFHI are validly issued,
                  fully paid and non-assessable. There are no outstanding
                  warrants,


                                      48.
<PAGE>


                  options or other agreements on the part of YFHI obligating
                  YFHI to issue any additional shares of common or preferred
                  stock or any of its securities of any kind. Except as
                  otherwise set forth herein, YFHI will not issue any shares of
                  capital stock from the date of this Agreement through the
                  Closing Date.

         5.3      No Conflict as to YFHI. Neither the execution and delivery of
                  this Agreement nor the consummation of the sale of the YFHI
                  Shares to FESI will (a) violate any provision of the
                  certificate of incorporation or by-laws of YFHI or (b)
                  violate, be in conflict with, or constitute a default (or an
                  event which, with notice or lapse of time or both, would
                  constitute a default) under any agreement to which YFHI is a
                  party or (c) violate any statute or law or any judgment,
                  decree, order, regulation or rule of any court or other
                  governmental body applicable to YFHI.

         5.4      Ownership of YFHI Shares. The delivery of certificates to FESI
                  provided in Section 2.2 will result in FESI' immediate
                  acquisition of record and beneficial ownership of the YFHI
                  Shares, free and clear of all encumbrances subject to
                  applicable State and Federal securities laws. There are no
                  outstanding options, rights, conversion rights, agreements or
                  commitments of any kind relating to the issuance, sale or
                  transfer of any equity securities or other securities of YFHI.

         5.5      No Conflict as to YFHI and Subsidiaries. Neither the execution
                  and delivery of this Agreement nor the consummation of the
                  sale of the YFHI shares to FESI will (a) violate any provision
                  of the certificate of incorporation or by-laws (or other
                  governing instrument) of YFHI or any of its subsidiaries or
                  (b) violate, or be in conflict with, or constitute a default
                  (or an event which, with notice or lapse of time or both,
                  would constitute a default) under, or result in the
                  termination of, or accelerate the performance required by, or
                  excuse performance by any person of any of its obligations
                  under, or cause the acceleration of the maturity of any debt
                  or obligation pursuant to, or result in the creation or
                  imposition of any encumbrance upon any property or assets of
                  YFHI or any of its subsidiaries under, any material agreement
                  or commitment to which YFHI or any of its subsidiaries


                                       49.
<PAGE>


                  is a party or by which any of their respective property or
                  assets is bound, or to which any of the property or assets of
                  YFHI or any of its subsidiaries is subject or (c) violate any
                  statute or law or any judgment, decree, order, regulation or
                  rule of any court or other governmental body applicable to
                  YFHI or any of its subsidiaries except, in the case of
                  violations, conflicts, defaults, terminations, accelerations
                  or encumbrances described in clause (b) of this Section 5.5,
                  for such matters which are not likely to have a material
                  adverse effect on the business or financial condition of YFHI
                  and its subsidiaries, taken as a whole.

         5.6      Consents and Approvals of Governmental Authorities. Except
                  with respect to applicable State and Federal securities law,
                  no consent, approval or authorization of, or declaration,
                  filing or registration with, any governmental body is required
                  to be made or obtained by YFHI or any of its subsidiaries in
                  connection with the execution, delivery, and performance of
                  this Agreement by YFHI or the consummation of the sale of the
                  YFHI Shares to FESI.

         5.7      Financial Statements. YFHI has delivered to FESI consolidated
                  balance sheets of YFHI as of _____________ and statements of
                  income and changes in financial position for the period from
                  inception to the period then ended, together with the report
                  thereon of YFHI's independent accountant (the "YFHI Financial
                  Statements"). Such YFHI Financial Statements are internally
                  prepared and unaudited but fairly present the consolidated
                  financial condition and results of operations of YFHI and its
                  subsidiaries as at the respective dates thereof and for the
                  period therein referred to, all in accordance with generally
                  accepted United States accounting principles consistently
                  applied throughout the periods involves, except as set forth
                  in the notes thereto.

         5.8      No Material Adverse Change. Since the date of the YFHI
                  Financial Statements, there has not been any material adverse
                  change in the business or financial condition of YFHI and its
                  subsidiaries taken as a whole.


                                      50.
<PAGE>
'


        5.9       Brokers or Finders. YFHI has not employed any broker or finder
                  or incurred any liability for any brokerage or finder's fees
                  or commissions or similar payments in connection with the sale
                  of the YFHI Shares to FESI.

       5.10       Transactions with Directors and Officers. Except as set forth
                  in the YFHI Disclosure Letter, YFHI and its subsidiaries do
                  not engage in business with any person in which any of YFHI's
                  officers or directors has any material equity interest. No
                  director or officer of YFHI owns any property, asset or right
                  which is material to the business of YFHI and its subsidiaries
                  taken as a whole.

     6.  Representations and Warranties of FESI.

         FESI represents and warrants to YFHI that except as set forth in the
         FESI Disclosure Letter:

       6.1        Organization of FESI; Authorization. FESI is a corporation
                  duly organized, validly existing and in good standing under
                  the laws of Nevada with full corporate power and authority to
                  execute and deliver this Agreement and to performs its
                  obligations hereunder. The execution, delivery and performance
                  of this Agreement have been duly authorized by all necessary
                  corporate action of FESI and this Agreement constitutes a
                  valid and binding obligation of FESI, enforceable against it
                  in accordance with its terms.

       6.2        Capitalization. As of the Closing Date, all of the issued and
                  outstanding shares of common stock of FESI are validly issued,
                  fully paid and non-assessable. There are no outstanding
                  warrants, options or other agreements on the part of FESI
                  obligating FESI to issue any additional shares of common or
                  preferred stock or any of its securities of any kind. Except
                  as otherwise set forth herein, FESI will not issue any shares
                  of capital stock from the date of this Agreement through the
                  Closing Date.

       6.3        No Conflict as to FESI. Neither the execution and delivery of
                  this Agreement nor the consummation of the sale of the FESI
                  Shares to YFHI will (a) violate any provision of the
                  certificate of


                                      51.
<PAGE>


                  incorporation or by-laws of FESI or (b) violate, be in
                  conflict with, or constitute a default (or an event which,
                  with notice or lapse of time or both, would constitute a
                  default) under any agreement to which FESI is a party or (c)
                  violate any statute or law or any judgment, decree, order,
                  regulation or rule of any court or other governmental body
                  applicable to FESI.

         6.4      Ownership of FESI Shares. The delivery of certificates to YFHI
                  provided in Section 2.3 will result in YFHI's immediate
                  acquisition of record and beneficial ownership of the FESI
                  Shares, free and clear of all encumbrances subject to
                  applicable State and Federal securities laws. There are no
                  outstanding options, rights, conversion rights, agreements or
                  commitments of any kind relating to the issuance, sale or
                  transfer of any equity securities or other securities of FESI.

        6.5       No Conflict as to FESI and Subsidiaries. Neither the execution
                  and delivery of this Agreement nor the consummation of the
                  sale of the FESI shares to YFHI will (a) violate any provision
                  of the certificate of incorporation or by-laws (or other
                  governing instrument) of FESI or any of its subsidiaries or
                  (b) violate, or be in conflict with, or constitute a default
                  (or an event which, with notice or lapse of time or both,
                  would constitute a default) under, or result in the
                  termination of, or accelerate the performance required by, or
                  excuse performance by any person of any of its obligations
                  under, or cause the acceleration of the maturity of any debt
                  or obligation pursuant to, or result in the creation or
                  imposition of any encumbrance upon any property or assets of
                  FESI or any of its subsidiaries under, any material agreement
                  or commitment to which FESI or any of its subsidiaries is a
                  party or by which any of their respective property or assets
                  is bound, or to which any of the property or assets of FESI or
                  any of its subsidiaries is subject or (c) violate any statute
                  or law or any judgment, decree, order, regulation or rule of
                  any court or other governmental body applicable to FESI or any
                  of its subsidiaries except, in the case of violations,
                  conflicts, defaults, terminations, accelerations or
                  encumbrances described in clause (b) of this Section 6.5, for
                  such matters which are not


                                      52.
<PAGE>


                  likely to have a material adverse effect on the business or
                  financial condition of FESI and its subsidiaries, taken as a
                  whole.

         6.6      Consents and Approvals of Governmental Authorities. Except
                  with respect to applicable State and Federal securities law,
                  no consent, approval or authorization of, or declaration,
                  filing or registration with, any governmental body is required
                  to be made or obtained by FESI or any of its subsidiaries in
                  connection with the execution, delivery, and performance of
                  this Agreement by FESI or the consummation of the sale of the
                  FESI Shares to YFHI.

         6.7      Financial Statements. FESI has delivered to YFHI consolidated
                  balance sheets of FESI as of _____________ and statements of
                  income and changes in financial position for the period from
                  inception to the period then ended, together with the report
                  thereon of FESI' independent accountant (the "FESI Financial
                  Statements"). Such FESI Financial Statements are internally
                  prepared and unaudited but fairly present the consolidated
                  financial condition and results of operations of FESI and its
                  subsidiaries as at the respective dates thereof and for the
                  period therein referred to, all in accordance with generally
                  accepted United States accounting principles consistently
                  applied throughout the periods involves, except as set forth
                  in the notes thereto.

         6.8      No Material Adverse Change. Since the date of the FESI
                  Financial Statements, there has not been any material adverse
                  change in the business or financial condition of FESI YFHI and
                  its subsidiaries taken as a whole.

         6.9      Brokers or Finders. FESI has not employed any broker or finder
                  or incurred any liability for any brokerage or finder's fees
                  or commissions or similar payments in connection with the sale
                  of the FESI Shares to YFHI.

         6.10     Transactions with Directors and Officers. Except as set forth
                  in the FESI Disclosure Letter, FESI and its subsidiaries do
                  not engage in business with any person in which any of FESI'
                  officers or directors has any material equity interest. No
                  director or officer of FESI owns any property, asset or right
                  which is


                                      53.
<PAGE>


                  material to the business of FESI and its subsidiaries taken as
                  a whole.

     7.  Access and Reporting; Filings with Governmental Authorities; Other
         Covenants.

         7.1      Access Between the Date of this Agreement and the Closing
                  Date. Each of YFHI and FESI shall (a) give to the other and
                  its authorized representatives reasonable access to all
                  plants, offices, warehouse and other facilities and properties
                  of YFHI or FESI, as the case may be, and to its books and
                  records, (b) permit the other to make inspections thereof, and
                  (c) cause its officers and its advisors to furnish the other
                  with such financial and operating data and other information
                  with respect to the business and properties of such party and
                  its subsidiaries and to discuss with such and its authorized
                  representatives its affairs and those of its subsidiaries, all
                  as the other may from time to time reasonably request.

         7.2      Regulatory Matters. YFHI and FESI shall (a) file with
                  applicable regulatory authorities any applications and related
                  documents required to be filed by them in order to consummate
                  the contemplated transaction and (b) cooperate with each other
                  s they may reasonably request in connection with the
                  foregoing.

     8.  Conduct of FESI's Business Prior to the Closing.

         8.1      Operation in Ordinary Course. Between the date of this
                  Agreement and the Closing Date, FESI shall conduct its
                  businesses in all material respects in the ordinary course.

         8.2      Business Organization. Between the date of this Agreement and
                  the Closing Date, FESI shall (a) preserve substantially intact
                  the business organization of FESI; and (b) preserve in all
                  material respects the present business relationships and
                  goodwill of FESI and each of its subsidiaries.

         8.3      Corporate Organization. Between the date of this Agreement and
                  the Closing Date, FESI shall not cause or permit any amendment
                  of its


                                      54.
<PAGE>


                  certificate of incorporation or by-laws (or other governing
                  instrument) and shall not:

                8.3.1      issue, sell or otherwise dispose of any of its equity
                           securities, or create, sell or otherwise dispose of
                           any options, rights, conversion rights or other
                           agreements or commitments of any kind relating to the
                           issuance, sale or disposition of any of its equity
                           securities;

                8.3.2      create or suffer to be created any encumbrances
                           thereon, or create, sell or otherwise dispose of any
                           options, rights, conversion rights or other
                           agreements or commitments of any kind relating to the
                           sale or disposition of any equity securities;

                8.3.3      reclassify, split up or otherwise change any of its
                           equity securities;

                8.3.4      be party to any merger, consolidation or other
                           business combination;

                8.3.5      sell, lease, license or otherwise dispose of any of
                           its properties or assets (including, but not limited
                           to, rights with respect to patents and registered
                           trademarks and copyrights or other proprietary
                           rights), in any amount which is material to the
                           business or financial condition of FESI and its
                           subsidiaries, taken as a whole, except in the
                           ordinary course of business; or

                8.3.6      organize any new subsidiary or acquire any equity
                           securities of any person or any equity or ownership
                           interest in any business.

         8.4      Other Restrictions. Between the date of this Agreement and the
                  Closing Date, FESI shall not:

                8.4.1      borrow any funds or otherwise become subject to,
                           whether directly or by way of guarantee or otherwise,
                           any indebtedness for borrowed money;

                8.4.2      create any material encumbrance on any of its
                           material properties or assets;


                                      55.
<PAGE>


                8.4.3      except in the ordinary course of business, increase
                           any manner the compensation of any director or
                           officer or increase in any manner the compensation of
                           any class of employees;

                8.4.4      create or materially modify any material bonus,
                           deferred compensation, pension, profit sharing,
                           retirement, insurance, stock purchase, stock option,
                           or other fringe benefit plan, arrangement or practice
                           or any other employee benefit plan (as defined in
                           section 3(3) of ERISA);

                8.4.5      make any capital expenditure or acquire any property
                           or assets;

                8.4.6      enter into any agreement that materially restricts
                           FESI, YFHI or any of their subsidiaries from carrying
                           on business;

                8.4.7      pay, discharge or satisfy any material claim,
                           liability or obligation, absolute, accrued,
                           contingent or otherwise, other than the payment,
                           discharge or satisfaction in the ordinary course of
                           business of liabilities or obligations reflected in
                           the FESI Financial Statements or incurred in the
                           ordinary course of business and consistent with past
                           practice since the date of the FESI Financial
                           Statements; or

                8.4.8      cancel any material debts or waive any material
                           claims or rights.

     9.  Definitions.

        As used in this Agreement, the following terms have the meanings
        specified or referred to in this Section 9.

         9.1      Business Day -- any day that is not a Saturday or Sunday or a
                  day on which banks located in the City of New York are
                  authorized or required to be closed.

         9.2      Code -- The Internal Revenue Code of 1986, as amended.

         9.3      Disclosure Letter -- a letter dated the date of this
                  Agreement, executed by either YFHI or FESI, addressed and
                  delivered to the


                                      56.
<PAGE>


                  other and containing information required by this Agreement
                  and exceptions to the representations and warranties under
                  this Agreement.

         9.4      Encumbrances -- any security interest, mortgage, lien, charge,
                  adverse claim or restriction of any kind, including, but not
                  limited to, any restriction on the use, voting, transfer,
                  receipt of income or other exercise of any attributes of
                  ownership, other than a restriction on transfer arising under
                  Federal or state securities laws.

         9.5      Equity Securities -- see Rule 3a-11-1 under the Securities
                  Exchange Act of 1934.

         9.6      ERISA -- the Employee Retirement Income Security Act of 1974,
                  as amended

         9.7      Governmental Body -- any domestic or foreign national, state
                  or municipal or other local government or multi-national body,
                  any subdivision, agency, commission or authority thereof.

         9.8      Knowledge -- actual knowledge, after reasonable investigation.

         9.9      Person -- any individual, corporation, partnership, joint
                  venture, trust, association, unincorporated organization,
                  other entity, or governmental body.

         9.10     Subsidiary -- with respect to any person, any corporation of
                  which securities having the power to elect a majority of that
                  corporation's Board of Directors (other than securities having
                  that power only upon the happening of a contingency that has
                  not occurred) are held by such person or one or more of its
                  subsidiaries.

     10. Termination.

         10.1     Termination. This Agreement may be terminated before the
                  Closing occurs only as follows:

                  10.1.1   By written agreement of YFHI and FESI at any time;

                  10.1.2   By FESI, by notice to YFHI at any time, if one or
                           more of the conditions specified in Section 4 hereof
                           is not satisfied at the time at which the Closing (as
                           it may be


                                      57.
<PAGE>


                           deferred pursuant to Section 2.1) would otherwise
                           occur or if satisfaction of such a condition is or
                           becomes impossible.

                  10.1.3   By YFHI, by notice to FESI at any time, if one or
                           more of the conditions specified in Section 3 hereof
                           is not satisfied at the time at which the Closing (as
                           it may be deferred pursuant to Section 2.1), would
                           otherwise occur or if satisfaction of such a
                           condition is or becomes impossible.

                  10.1.4   By YFHI to FESI, by notice to the other at any time
                           after ________.

         10.2     Effect of termination. If this Agreement is terminated
                  pursuant to Section 10.1, this Agreement shall terminate
                  without any liability or further obligations of any party to
                  another.

     11. Notices. All notices, consents, assignments and other communications
         under this Agreement shall be in writing and shall be deemed to have
         been duly given when (a) delivered by hand, (b) sent by telex or
         facsimile (with receipt confirmed), provided that a copy is mailed by
         registered mail, return receipt requested or (c) received by the
         delivery service (receipt requested), in each case to the appropriate
         addresses, telex numbers and facsimile numbers set forth below (or to
         such other addresses, telex numbers and facsimile numbers as a party
         may designate as to itself by notice to the other parties).

         11.1   If to FESI:
                           1900 Avenue of the Stars, Suite 1635
                           Los Angeles, CA 90067

         11.2   If to YFHI:
                           1900 Avenue of the Stars, Suite 1635
                           Los Angeles, CA 90067

     12. Miscellaneous.


                                      58.
<PAGE>


         12.1     Expenses. Each party shall bear its own expenses incident to
                  the preparation, negotiation, execution and delivery of this
                  Agreement and the performance of its obligations hereunder.

         12.2     Captions. The captions in this Agreement are for convenience
                  of reference only and shall not be given any effect in the
                  interpretation of this agreement.

         12.3     No Waiver. The failure of a party to insist upon strict
                  adherence to any term of this Agreement on any occasion shall
                  not be considered a waiver or deprive that party of the right
                  thereafter to insist upon strict adherence to that term or any
                  other term of this Agreement. Any waiver must be in writing.

         12.4     Exclusive Agreement; Amendment. This Agreement supersedes all
                  prior agreements among the parties with respect to its subject
                  matter with respect thereto and cannot be changed or
                  terminated orally.

         12.5     Counterparts. This Agreement may be executed in two or more
                  counterparts, each of which shall be considered an original,
                  but all of which together shall constitute the same
                  instrument.

         12.6     Governing Law. This Agreement and (unless otherwise provided)
                  all amendments hereof and waivers and consents hereunder shall
                  be governed by the law of Nevada.

         12.7     Binding Effect. This Agreement shall inure to the benefit of
                  and be binding upon the parties hereto and their respective
                  successors and assigns, provided that neither party may assign
                  its rights hereunder without the consent of the other.

        IN WITNESS WHEREOF, the corporate parties have caused this Agreement to
be executed by their respective officers, hereunto duly authorized, and entered
into as of the date first above written.

FUTURE EDUCATIONAL SYSTEMS, INC.            YOUR FUTURE HOLDINGS, INC.

By:                                         By:

/s/_________________                        /s/____________________
   Roy Rayo                                    Roy Rayo
   President                                   President


                                      59.
<PAGE>


                                    Exhibit A

                                YFHI SHAREHOLDERS



Name                           No. of FESI Shares to be Issued to
                               YFHI Shareholders


<TABLE>
<S>                                         <C>
Ridgeway Commercial Ventures Ltd.           15,000,000

Asean Commercial Holdings                   15,000,000
</TABLE>


                                      60.