LUCAS EDUCATIONAL SYSTEMS INC
SHARE EXCHANGE AGREEMENT
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>6
<FILENAME>lucas8kex101110602.txt
<DESCRIPTION>SHARE EXCHANGE AGREEMENT
<TEXT>

                            SHARE EXCHANGE AGREEMENT

         THIS SHARE EXCHANGE AGREEMENT, dated as of the 5th day of November 2002
(the "Agreement"),  is by and among Lucas Educational Systems,  Inc., a Delaware
corporation (the "Company"), and Halter Capital Corporation, a Texas corporation
and Kevin Halter (the "Shareholders"),  on the one hand; and Fang Dehou, Li Ming
and Liu Lingxiao (collectively, the "Sellers"), on the other hand.

                              W I T N E S S E T H:

         WHEREAS, the Sellers collectively own or have the authority to transfer
all of the equity  interest of Intsys Share  Limited,  a British  Virgin Islands
corporation  ("Intsys"),  as set  forth on  Schedule  I to this  Agreement  (the
"Intsys Shares").

         WHEREAS,  the  Company  desires to acquire  from  Sellers,  and Sellers
desire to sell to the Company,  the Intsys Shares in exchange  (the  "Exchange")
for the  issuance  by the  Company of an  aggregate  of  40,000,000  shares (the
"Company Shares") of the Company's common stock, par value $0.001 per share (the
"Company Common Stock") to be issued to the Sellers and their designees,  on the
terms and conditions set forth below.

         WHEREAS,  the  Company  currently  has 192,063  shares of common  stock
issued and outstanding.  After giving effect to the Exchange,  the Company shall
have 40,192,063 shares of Common Stock issued and outstanding.

         WHEREAS, the Shareholder is a shareholder,  officer and director of the
Company and will benefit from the transactions contemplated herein.

         NOW,  THEREFORE,  in  consideration  of the  premises and of the mutual
representations,  warranties and agreements set forth herein, the parties hereto
agree as follows:

                                   ARTICLE I
                               EXCHANGE OF SHARES
                               ------------------

         1.1  Exchange of Shares.  Subject to the terms and  conditions  of this
Agreement, on the Closing Date (as hereinafter defined):

         (a) the Company  shall issue and deliver to each of the Sellers  and/or
their  designees the number of authorized but unissued  shares of Company Common
Stock  set  forth  opposite  such  Seller's  and  designee's  names set forth on
Schedule I hereto, and

         (b) each Seller agrees to deliver to the Company,  the number of issued
shares of Intsys set forth  opposite  such  Seller's  name on  Schedule I hereto
along with an appropriately executed transfer documents in favor of the Company.

         1.2  Time  and  Place  of  Closing.  The  closing  of the  transactions
contemplated  hereby (the  "Closing")  shall take place at the offices of Loeb &
Loeb LLP on the date  hereof  (the  "Closing  Date")  at  10:00  a.m.,  it being
understood  and agreed that the closing shall be deemed to occur  simultaneously
with the execution of this Agreement.



<PAGE>

                                   ARTICLE II
                REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND
                                THE SHAREHOLDERS

         The Company and the  Shareholders  represent  and warrant,  jointly and
severally, to each of the Sellers that now and/or as of the Closing:

         2.1   Due   Organization   and   Qualification;    Subsidiaries;    Due
Authorization.

         (a) The Company is a corporation  duly  incorporated,  validly existing
and in good standing under the laws of its jurisdiction of formation,  with full
corporate power and authority to own, lease and operate its respective  business
and properties and to carry on its respective  business in the places and in the
manner as  presently  conducted or proposed to be  conducted.  The Company is in
good  standing  as a  foreign  corporation  in each  jurisdiction  in which  the
properties owned, leased or operated, or the business conducted,  by it requires
such qualification  except for any such failure,  which when taken together with
all other  failures,  is not  likely to have a  material  adverse  effect on the
business of the Company and its Subsidiaries taken as a whole.

         (b) The  Company  does not own,  directly  or  indirectly,  any capital
stock, equity or interest in any corporation,  firm, partnership,  joint venture
or other entity.

         (c) The Company has all  requisite  corporate  power and  authority  to
execute  and  deliver  this  Agreement,   and  to  consummate  the  transactions
contemplated  hereby and  thereby.  The Company has taken all  corporate  action
necessary for the execution and delivery of this Agreement and the  consummation
of the  transactions  contemplated  hereby,  and this Agreement  constitutes the
valid and binding obligation of the Company,  enforceable against the Company in
accordance with its respective  terms,  except as may be affected by bankruptcy,
insolvency,  moratoria  or other  similar  laws  affecting  the  enforcement  of
creditors'  rights  generally  and  subject  to  the   qualification   that  the
availability  of equitable  remedies is subject to the  discretion  of the court
before which any proceeding therefore may be brought.

         2.2 No  Conflicts  or  Defaults.  The  execution  and  delivery of this
Agreement by the Company and the consummation of the  transactions  contemplated
hereby do not and shall not (a) contravene the Certificate of  Incorporation  or
By-laws  of the  Company  or (b) with or  without  the  giving  of notice or the
passage  of time (i)  violate,  conflict  with,  or result in a breach  of, or a
default or loss of rights under,  any material  covenant,  agreement,  mortgage,
indenture, lease, instrument,  permit or license to which the Company is a party
or by which the Company is bound, or any judgment,  order or decree, or any law,
rule or regulation to which the Company is subject,  (ii) result in the creation
of, or give any party the right to create, any lien, charge,  encumbrance or any
other right or adverse interest ("Liens") upon any of the assets of the Company,
(iii)  terminate  or give any party the right to  terminate,  amend,  abandon or
refuse to perform,  any material  agreement,  arrangement or commitment to which
the  Company is a party or by which the  Company's  assets  are  bound,  or (iv)


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accelerate or modify,  or give any party the right to accelerate or modify,  the
time  within  which,  or the terms  under  which,  the Company is to perform any
duties or  obligations  or receive  any rights or  benefits  under any  material
agreement, arrangement or commitment to which it is a party.

         2.3  Capitalization.  The  authorized  capital  stock  of  the  Company
immediately  prior to giving  effect  to the  transactions  contemplated  hereby
consists of  100,000,00  shares of Common  Stock par value  $.001 per share,  of
which  192,063,  shares  are issued and  outstanding  as of the date  hereof and
10,000,000  Preference  Shares,  par value,  $0.001 per share, none of which are
outstanding.  All of the outstanding shares of Common Stock are, and the Company
Shares  when  issued  in  accordance  with  the  terms  hereof,  will  be,  duly
authorized, validly issued, fully paid and nonassessable,  and have not been or,
with  respect to the  Company  Shares,  will not be issued in  violation  of any
preemptive  right of  stockholders.  The  Company  Shares are not subject to any
preemptive or subscription right. There is no outstanding voting trust agreement
or other contract, agreement,  arrangement, option, warrant, call, commitment or
other right of any character obligating or entitling the Company to issue, sell,
redeem or repurchase any of its securities, and there is no outstanding security
of any kind  convertible  into or exchangeable for Common Stock. The Company has
not granted registration rights to any person.

         2.4 Financial Statements.  Item 2.4 of the Disclosure Schedule contains
copies of the  balance  sheets of the  Company at March 31, 2002 and the related
statements of operations  and deficit,  stockholders'  deficiency and cash flows
for the fiscal years then ended,  including the notes thereto,  as audited by S.
W. Hatfield,  certified public  accountants and the balance sheet of the Company
at  June  30,  2002  and the  related  statements  of  operations  and  deficit,
stockholders'  deficiency  and cash flows for the three month  period then ended
prepared by the Company's  management  (all such  statements  being the "Company
Financial  Statements").  The Company  Financial  Statements,  together with the
notes thereto,  have been prepared in accordance  with U.S.  generally  accepted
accounting  principles  applied on a basis  consistent  throughout  all  periods
presented, subject to audit adjustments,  which are not expected to be material.
Such Statements  present fairly the financial  position of the Company as of the
dates and for the periods  indicated.  The books of account and other  financial
records of the Company have been  maintained  in  accordance  with good business
practices.

         2.5 Further Financial Matters. The Company does not have any (a) assets
of any kind or (b)  liabilities or  obligations,  whether  secured or unsecured,
accrued,  determined,   absolute  or  contingent,   asserted  or  unasserted  or
otherwise,  which are required to be reflected or reserved in a balance sheet or
the notes thereto under generally accepted accounting principles,  but which are
not reflected in the Company Financial Statements.

         2.6 Taxes.  The Company  has filed all United  States  federal,  state,
county,  local and foreign  national,  provincial  and local returns and reports
which were required to be filed on or prior to the date hereof in respect of all
income,   withholding,   franchise,   payroll,  excise,  property,  sales,  use,
value-added or other taxes or levies, imposts,  duties, license and registration
fees, charges,  assessments or withholdings of any nature whatsoever  (together,
"Taxes"), and has paid all Taxes (and any related penalties, fines and interest)
which have  become due  pursuant  to such  returns or reports or pursuant to any


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<PAGE>

assessment  which has become  payable,  or, to the extent its  liability for any
Taxes  (and any  related  penalties,  fines  and  interest)  has not been  fully
discharged,  the same have been  properly  reflected as a liability on the books
and  records  of  the  Company  and  adequate   reserves   therefore  have  been
established.  All such returns and reports  filed on or prior to the date hereof
have been  properly  prepared  and are true,  correct  (and to the  extent  such
returns  reflect  judgments  made by the  Company,  as the  case  may  be,  such
judgments were reasonable under the  circumstances) and complete in all material
respects.  No tax return or tax return liability of the Company has been audited
or,  presently under audit.  The Company has not given or been requested to give
waivers of any statute of  limitations  relating to the payment of any Taxes (or
any  related  penalties,  fines  and  interest).  Except  for  Item  2.6  of the
Disclosure  Schedule,  there are no claims  pending or, to the  knowledge of the
Company,  threatened,  against the Company for past due Taxes.  All payments for
withholding taxes,  unemployment insurance and other amounts required to be paid
for periods prior to the date hereof to any governmental authority in respect of
employment obligations of the Company,  including,  without limitation,  amounts
payable pursuant to the Federal Insurance  Contributions  Act, have been paid or
shall be paid prior to the Closing and have been duly  provided for on the books
and records of the Company and in the Financial Statements.

         2.7 Indebtedness; Contracts; No Defaults.

         (a) The Company has no material  instruments,  agreements,  indentures,
mortgages, guarantees, notes, commitments,  accommodations, letters of credit or
other  arrangements  or  understandings,  whether  written or oral, to which the
Company or any Subsidiary is a party.

         (b)  Neither  the  Company,  any  Subsidiary,  nor,  to  the  Company's
knowledge,  any other person or entity is in breach in any material  respect of,
or in default in any material respect under, any material  contract,  agreement,
arrangement, commitment or plan to which the Company is a party, and no event or
action has occurred,  is pending or is  threatened,  which,  after the giving of
notice,  passage  of time or  otherwise,  would  constitute  or result in such a
material  breach or material  default by the Company or, to the knowledge of the
Company,  any other person or entity. The Company has not received any notice of
default under any contract, agreement, arrangement,  commitment or plan to which
it is a party,  which default has not been cured to the satisfaction of, or duly
waived by, the party claiming such default on or before the date hereof.

         2.8 Real Property. The Company does not own or lease any real property.

         2.9  Compliance  with Law. The Company is not conducting its respective
business or affairs in violation of any applicable federal,  state or local law,
ordinance,  rule, regulation,  court or administrative order, decree or process,
or any  requirement  of  insurance  carriers.  The Company has not  received any
notice of  violation  or claimed  violation  of any such law,  ordinance,  rule,
regulation, order, decree, process or requirement.

         (a) The Company is in compliance  with all applicable  federal,  state,
local  and  foreign  laws and  regulations  relating  to the  protection  of the
environment  and human health.  There are no claims,  notices,  actions,  suits,
hearings, investigations,  inquiries or proceedings pending or, to the knowledge
of the Company,  threatened  against the Company that are based on or related to
any  environmental  matters or the  failure to have any  required  environmental


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permits, and there are no past or present conditions that the Company has reason
to  believe  are  likely  to  give  rise  to any  material  liability  or  other
obligations of the Company or any Subsidiary under any environmental laws.

         2.10  Permits  and  Licenses.  The  Company  has  all  certificates  of
occupancy, rights, permits, certificates,  licenses,  franchises,  approvals and
other  authorizations  as are  reasonably  necessary  to conduct its  respective
business and to own, lease,  use,  operate and occupy its assets,  at the places
and in the manner now conducted and operated,  except those the absence of which
would not materially adversely affect its respective  business.  The Company has
not  received any written or oral notice or claim  pertaining  to the failure to
obtain  any   material   permit,   certificate,   license,   approval  or  other
authorization required by any federal, state or local agency or other regulatory
body, the failure of which to obtain would  materially and adversely  affect its
business.

         2.11 Litigation.  There is no claim, dispute,  action, suit, proceeding
or  investigation  pending  or, to the  knowledge  of the  Company,  threatened,
against or affecting the business of the Company, or challenging the validity or
propriety  of the  transactions  contemplated  by this  Agreement,  at law or in
equity or  admiralty  or before  any  federal,  state,  local,  foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of the Company, has any such claim, dispute,  action, suit, proceeding
or  investigation  been  pending  or  threatened,  during  the 12  month  period
preceding the date hereof;  (b) there is no outstanding  judgment,  order, writ,
ruling,  injunction,  stipulation or decree of any court, arbitrator or federal,
state, local, foreign or other governmental authority, board, agency, commission
or instrumentality,  against or materially affecting the business of the Company
; and (c) the Company has not  received  any written or verbal  inquiry from any
federal, state, local, foreign or other governmental  authority,  board, agency,
commission or instrumentality concerning the possible violation of any law, rule
or regulation or any matter disclosed in respect of its business.

         2.12  Insurance.  The Company does not  currently  maintain any form of
insurance.

         2.13 Certificate of Incorporation and By-laws; Minute Books. The copies
of the Certificate of Incorporation and By-laws (or similar governing documents)
of the Company,  and all amendments to each are true, correct and complete.  The
minute books of the Company  contains true and complete  records of all meetings
and consents in lieu of meetings of their respective Board of Directors (and any
committees  thereof),  or  similar  governing  bodies,  since  the time of their
respective  organization.  The stock books of the Company are true,  correct and
complete.

         2.14 Employee Benefit Plans. The Company does not maintain, nor has the
Company  maintained  in the past,  any  employee  benefit  plans ("as defined in
Section 3(3) of the Employee  Retirement Income Security Act of 1974, as amended
("ERISA")),  or  any  plans,  programs,  policies,  practices,  arrangements  or
contracts  (whether  group or  individual)  providing for payments,  benefits or
reimbursements   to   employees  of  the  Company,   former   employees,   their
beneficiaries and dependents under which such employees, former employees, their
beneficiaries and dependents are covered through an employment relationship with
the Company,  any entity  required to be  aggregated  in a  controlled  group or
affiliated  service group with the Company for purposes of ERISA or the Internal


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<PAGE>

Revenue Code of 1986 (the "Code") (including,  without limitation, under Section
414(b),  (c), (m) or (o) of the Code or Section  4001 of ERISA,  at any relevant
time ("Benefit Plans").

         2.15 Patents;  Trademarks and Intellectual Property Rights. The Company
does not own or possesses any patents,  trademarks,  service marks, trade names,
copyrights,  trade  secrets,  licenses,  information,  Internet  web  site(s) or
proprietary rights of any nature.

         2.16  Brokers.  Except  as set  forth  on Item  2.16 of the  Disclosure
Schedule,  all  negotiations  relative to this  Agreement  and the  transactions
contemplated  hereby  have been  carried out by the  Company  directly  with the
Sellers without the  intervention of any Person on behalf of the Company in such
a manner as to give rise to any valid claim by any Person against any Seller for
a finder's fee, brokerage commission or similar payment.

         2.17  Affiliate  Transactions.  Except as disclosed in Item 2.17 of the
Disclosure Schedule neither the Company nor any officer, director or employee of
the Company (or any of the relatives or Affiliates of any of the  aforementioned
Persons) is a party to any agreement,  contract,  commitment or transaction with
the Company or affecting the business of the Company, or has any interest in any
property, whether real, personal or mixed, or tangible or intangible, used in or
necessary  to the Company  which will  subject the Sellers to any  liability  or
obligation from and after the Closing Date.

         2.18 Trading.  The Company Common Stock is currently listed for trading
on the OTC Bulletin Board (the "Bulletin  Board"),  and the Company has received
no notice that its Common Stock is subject to being delisted therefrom.

         2.19 Compliance.  The Company and its shareholders,  have complied with
all  applicable  foreign,   federal  and  state  laws,  rules  and  regulations,
including,  without limitation,  the requirements of the Securities Exchange Act
of 1934,  as amended (the  "Exchange  Act") and the  Securities  Act of 1933, as
amended, is current in its filings.

         2.20  Filings.  None of the  filings  made  by the  Company  under  the
Securities Act or the Exchange act make any untrue  statement of a material fact
or omit 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.

                                  ARTICLE III
                  REPRESENTATIONS AND WARRANTIES OF THE SELLERS

         The  Sellers,  jointly  and  severally,  represent  and  warrant to the
Company that now and/or as of the Closing:

         3.1   Due   Organization   and   Qualification;    Subsidiaries;    Due
Authorization.

         (a) Intsys and each Subsidiary (as hereinafter defined) of Intsys is an
entity duly organized,  validly  existing and in good standing under the laws of
its  jurisdiction of formation,  with full corporate power and authority to own,
lease and operate its  respective  business and  properties  and to carry on its
respective  business in the places and in the manner as  presently  conducted or


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proposed to be  conducted.  Intsys and each  Subsidiary is in good standing as a
foreign  corporation in each jurisdiction in which the properties owned,  leased
or operated, or the business conducted, by it requires such qualification except
for any such failure,  which when taken together with all other failures, is not
likely to have a  material  adverse  effect on the  business  of Intsys  and its
Subsidiaries taken as a whole.

         (b) Intsys does not own,  directly or  indirectly,  any capital  stock,
equity or interest in any corporation, firm, partnership, joint venture or other
entity, other than those (each, a "Subsidiary" and together, the "Subsidiaries")
set forth in Item 3.1 of the  Disclosure  Schedule.  Except as set forth in Item
3.1 of the Disclosure  Schedule,  each Subsidiary is wholly owned by Intsys, all
the  outstanding  shares of capital stock of each  Subsidiary are owned free and
clear  of all  liens,  there is no  contract,  agreement,  arrangement,  option,
warrant,  call,  commitment  or  other  right  of any  character  obligating  or
entitling  any  Subsidiary  to  issue,  sell,  redeem or  repurchase  any of its
securities, and there is no outstanding security of any kind convertible into or
exchangeable for securities of any Subsidiary.

         (c) Each of the  Sellers  has all  requisite  power  and  authority  to
execute  and  deliver  this  Agreement,   and  to  consummate  the  transactions
contemplated  hereby and  thereby.  Each of the Sellers has taken all  corporate
action  necessary  for the  execution  and  delivery of this  Agreement  and the
consummation  of  the  transactions  contemplated  hereby,  and  this  Agreement
constitutes the valid and binding obligation of each of the Sellers, enforceable
against  each of the  Sellers in  accordance  with its  terms,  except as may be
affected by  bankruptcy,  insolvency,  moratoria or other similar laws affecting
the enforcement of creditors'  rights generally and subject to the qualification
that the availability of equitable  remedies is subject to the discretion of the
court before which any proceeding therefore may be brought.

         3.2 No  Conflicts  or  Defaults.  The  execution  and  delivery of this
Agreement  by  each of the  Sellers  and the  consummation  of the  transactions
contemplated  hereby do not and shall not (a) contravene the governing documents
of said  Seller,  or (b) with or without  the giving of notice or the passage of
time, (i) violate, conflict with, or result in a breach of, or a default or loss
of rights under, any material covenant,  agreement,  mortgage, indenture, lease,
instrument,  permit or license to which Intsys,  any of the  Subsidiaries or any
Seller is a party or by which Intsys,  any of the  Subsidiaries or any Seller or
any of their respective  assets are bound, or any judgment,  order or decree, or
any law,  rule or regulation to which  Intsys,  any of the  Subsidiaries  or any
Seller  or any of their  respective  assets  are  subject,  (ii)  result  in the
creation  of, or give any party  the right to  create,  any lien upon any of the
assets of Intsys or any of the  Subsidiaries,  (iii) terminate or give any party
the right to  terminate,  amend,  abandon  or refuse to  perform,  any  material
agreement,  arrangement or commitment to which Intsys or any of the Subsidiaries
is a  party  or by  which  Intsys  or any of the  Subsidiaries  or any of  their
respective assets are bound, or (iv) accelerate or modify, or give any party the
right to accelerate or modify,  the time within which,  or the terms under which
Intsys,  or any of the  Subsidiaries  is to perform any duties or obligations or
receive any rights or benefits  under any  material  agreement,  arrangement  or
commitment to which it is a party.

         3.3 Capitalization.  The authorized capital stock of Intsys consists of
50,000 ordinary shares of US $.01 per share of which _____ shares are issued and
outstanding.  Set forth in Item 3.3 of the Disclosure  Schedule is a list of all
holders of the equity of Intsys,  setting forth their names,  and  percentage of


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equity owned. All of the outstanding  shares of Intsys Common Stock are, and the
Intsys Shares when  transferred  in accordance  with the terms hereof,  will be,
duly authorized, validly issued, fully paid and nonassessable, and have not been
or, with respect to Intsys  Shares,  will not be transferred in violation of any
rights of third parties.  The Intsys Shares are not subject to any preemptive or
subscription  right,  any voting trust agreement or other  contract,  agreement,
arrangement,  option,  warrant, call, commitment or other right of any character
obligating or entitling Intsys to issue,  sell,  redeem or repurchase any of its
securities, and there is no outstanding security of any kind convertible into or
exchangeable for Common Stock.

         3.4  Financial  Statements.  The Sellers have  delivered to the Company
copies of the unaudited  consolidated  balance  sheets of Intsys at December 31,
2002 and the related  statements of  operations,  stockholders'  equity and cash
flows  for the  period  then  ended,  including  the  notes  thereto  (all  such
statements being the "Intsys Financial  Statements").  The Financial Statements,
together with the notes thereto, have been prepared in accordance with generally
accepted  Hong  Kong  accounting   principles  applied  on  a  basis  consistent
throughout all periods presented,  subject to audit  adjustments,  which are not
expected to be material.  Such statements  present fairly the financial position
of Intsys as of the dates and for the  periods  indicated.  The books of account
and other  financial  records of Intsys have been  maintained in accordance with
good business practices.

         3.5 Further Financial  Matters.  Except as set forth in Item 3.5 of the
Disclosure Schedule, neither Intsys nor any of the Subsidiaries has any material
liabilities or obligations,  whether secured or unsecured,  accrued, determined,
absolute or contingent,  asserted or unasserted or otherwise, which are required
to be  reflected  or  reserved  in a balance  sheet or the notes  thereto  under
generally  accepted  accounting  principles,  but which are not reflected in the
Financial Statements.

         3.6 No Adverse  Changes.  There has not been (a) any  material  adverse
change in the  business,  prospects,  the financial or other  condition,  or the
respective  assets or liabilities of Intsys and the Subsidiaries as reflected in
the Intsys  Financial  Statements,  (b) any material loss sustained by Intsys or
any  Subsidiary,  including,  but not  limited  to any loss on account of theft,
fire,  flood,  explosion,  accident or other  calamity,  whether or not insured,
which has materially and adversely  interfered,  or may materially and adversely
interfere, with the operation of Intsys' or any Subsidiary's business, or (c) to
the best  knowledge  of the  Sellers,  any event,  condition  or state of facts,
including,  without limitation,  the enactment,  adoption or promulgation of any
law, rule or regulation,  the occurrence of which  materially and adversely does
or would affect the results of operations or the business or financial condition
of Intsys or any Subsidiary.

         3.7 Litigation.

         (a)  There  is  no  claim,   dispute,   action,  suit,   proceeding  or
investigation pending or, to the knowledge of the Sellers,  threatened,  against
or  affecting  the  business of Intsys or any  Subsidiary,  or  challenging  the
validity or propriety of the transactions contemplated by this Agreement, at law
or in equity or admiralty or before any federal,  state, local, foreign or other
governmental authority, board, agency, commission or instrumentality, nor to the
knowledge of Intsys, has any such claim,  dispute,  action, suit,  proceeding or
investigation  been pending or threatened,  during the 12 month period preceding
the date hereof;


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<PAGE>

         (b) there is no outstanding judgment, order, writ, ruling,  injunction,
stipulation or decree of any court, arbitrator or federal, state, local, foreign
or other governmental authority,  board, agency,  commission or instrumentality,
against or materially  affecting the business of Intsys or any  Subsidiary;  and
(c) neither Intsys nor any Subsidiary has received any written or verbal inquiry
from any federal, state, local, foreign or other governmental authority,  board,
agency,  commission or instrumentality  concerning the possible violation of any
law, rule or regulation or any matter disclosed in respect of its business.

         3.8 Patents;  Trademarks  and  Intellectual  Property  Rights.  Each of
Intsys and the  Subsidiaries  owns or possesses  sufficient  legal rights to all
patents,  trademarks,  service marks,  trade names,  copyrights,  trade secrets,
licenses,  information,  internet web site(s)  proprietary  rights and processes
necessary  for its  business  as now  conducted  without  any  conflict  with or
infringement of the rights of others. There are no outstanding options, licenses
or agreements of any kind relating to the foregoing,  and neither Intsys nor any
Subsidiary  is bound by, or a party to, any options,  licenses or  agreements of
any kind with respect to the patents,  trademarks,  service marks,  trade names,
copyrights,  trade  secrets,  licenses,  information,   proprietary  rights  and
processes of any other person or entity.

         3.9  Brokers.  Except  as set  forth  on  Item  3.9  of the  Disclosure
Schedule,  all  negotiations  relative to this  Agreement  and the  transactions
contemplated  hereby  have been  carried out by the  Sellers  directly  with the
Company without the  intervention of any Person on behalf of the Sellers in such
a manner as to give rise to any valid claim by any Person against any Seller for
a finder's fee, brokerage commission or similar payment.

         3.10 Purchase for Investment.

         (a) Each Seller is acquiring the Company Shares for investment for such
Seller's  own account and not as a nominee or agent,  and not with a view to the
resale or  distribution  of any part  thereof,  and such  Seller  has no present
intention of selling,  granting any participation in, or otherwise  distributing
the same.  Each Seller  further  represents  that he does not have any contract,
undertaking, agreement or arrangement with any person to sell, transfer or grant
participation to such person or to any third person,  with respect to any of the
Company Shares.

         (b) Each Seller  understands that the Company Shares are not registered
under  the Act on the  ground  that  the  sale and the  issuance  of  securities
hereunder  is exempt from  registration  under the Act  pursuant to Section 4(2)
thereof, and that the Company's reliance on such exemption is predicated on such
Seller's  representations  set  forth  herein.  Such  Seller  is an  "accredited
investor" as that term is defined in Rule 501(a) of Regulation D under the Act.

         3.11 Investment  Experience.  Each Seller acknowledges that he can bear
the economic risk of its  investment,  and has such  knowledge and experience in
financial and business  matters that it is capable of evaluating  the merits and
risks of the investment in the Company Shares.


                                       9
<PAGE>

         3.12 Information.  The Sellers have carefully reviewed such information
as each Seller deemed necessary to evaluate an investment in the Company Shares.
To the full  satisfaction  of each Seller,  it has been  furnished all materials
that it has  requested  relating to the Company and the  issuance of the Company
Shares  hereunder,  and each Seller has been  afforded  the  opportunity  to ask
questions of representatives of the Company to obtain any information  necessary
to verify the accuracy of any  representations  or information  made or given to
the Sellers.  Notwithstanding the foregoing,  nothing herein shall derogate from
or otherwise modify the  representations and warranties of the Company set forth
in this Agreement, on which each of the Sellers has relied in making an exchange
of the Intsys Shares for the Company Shares.

         3.13 Restricted  Securities.  Each Seller  understands that the Company
Shares  may  not  be  sold,  transferred,   or  otherwise  disposed  of  without
registration  under the Act or an exemption  there from, and that in the absence
of an  effective  registration  statement  covering  the  Company  Shares or any
available  exemption from registration under the Act, the Company Shares must be
held indefinitely.  Each Seller is aware that the Company Shares may not be sold
pursuant to Rule 144  promulgated  under the Act unless all of the conditions of
that  Rule  are  met.  Among  the  conditions  for  use of  Rule  144 may be the
availability of current information to the public about the Company.

                                   ARTICLE IV
                                 INDEMNIFICATION

         4.1 Indemnity of the Company and the Shareholders.  The Company and the
Shareholders agree to jointly and severally defend,  indemnify and hold harmless
each Seller from and against,  and to reimburse each Seller with respect to, all
liabilities,   losses,  costs  and  expenses,   including,  without  limitation,
reasonable  attorneys'  fees  and  disbursements   (collectively  the  "Losses")
asserted  against or incurred by such Seller by reason of, arising out of, or in
connection with any material breach of any  representation or warranty contained
in this Agreement made by the Company or the  Shareholders or in any document or
certificate  delivered  by the  Company  or  the  Shareholders  pursuant  to the
provisions of this Agreement or in connection with the transactions contemplated
thereby.

         4.2  Indemnity  of the Sellers.  Each of the Sellers  agrees to defend,
indemnify and hold  harmless the Company from and against,  and to reimburse the
Company with respect to, all liabilities, losses, costs and expenses, including,
without  limitation,  reasonable  attorneys'  fees and  disbursements,  asserted
against  or  incurred  by the  Company  by  reason  of,  arising  out of,  or in
connection with any material breach of any  representation or warranty contained
in this  Agreement  and made by the  applicable  Seller  or in any  document  or
certificate  delivered by the  applicable  Seller  pursuant to the provisions of
this Agreement or in connection with the transactions  contemplated  thereby, it
being understood that each Seller shall have  responsibility  hereunder only for
the  representations  and  warranties  made by such  Seller.  All  claims  to be
asserted hereunder must be made by the first anniversary of the Closing.

         4.3 Indemnification Procedure. A party (an "Indemnified Party") seeking
indemnification  shall give prompt notice to the other party (the  "Indemnifying
Party")  of any claim for  indemnification  arising  under  this  Article 4. The
Indemnifying  Party shall have the right to assume and to control the defense of


                                       10
<PAGE>

any such claim with counsel reasonably  acceptable to such Indemnified Party, at
the Indemnifying Party's own cost and expense, including the cost and expense of
reasonable attorneys' fees and disbursements in connection with such defense, in
which event the  Indemnifying  Party shall not be  obligated to pay the fees and
disbursements  of  separate  counsel  for  such in such  action.  In the  event,
however,  that such  Indemnified  Party's  legal counsel  shall  determine  that
defenses may be available to such  Indemnified  Party that are different from or
in addition to those  available to the  Indemnifying  Party, in that there could
reasonably be expected to be a conflict of interest if such  Indemnifying  Party
and the Indemnified Party have common counsel in any such proceeding,  or if the
Indemnified Party has not assumed the defense of the action or proceedings, then
such Indemnifying  Party may employ separate counsel to represent or defend such
Indemnified  Party, and the Indemnifying Party shall pay the reasonable fees and
disbursements of counsel for such  Indemnified  Party. No settlement of any such
claim or payment in connection  with any such  settlement  shall be made without
the  prior  consent  of  the  Indemnifying  Party  which  consent  shall  not be
unreasonably withheld.

                                   ARTICLE V
                                   DELIVERIES

         5.1 Items to be delivered to the Sellers  prior to or at Closing by the
Company.

         (a)  articles  of  incorporation  and  amendments  thereto,  bylaws and
amendments  thereto,  certificate  of good  standing in the  Company's  state of
incorporation;

         (b) all applicable schedules hereto;

         (c) all minutes and  resolutions  of board of director and  shareholder
meetings in possession of the Company;

         (d) shareholder list;

         (e) all  financial  statements  and tax  returns in  possession  of the
Company;

         (f) copies of all SEC filings;

         (g)  resolution  from the Company's  current  directors  appointing the
designees of the Sellers to the Company's Board of Directors;

         (h) letters of  resignation  from the  Company's  current  officers and
directors to be effective upon Closing and after the  appointments  described in
this section;

         (i) certificates representing 40,000,000 shares of the Company's $0.001
par value  common stock issued in the  denominations  as set forth  opposite the
respective  names of  Sellers  and/or  their  designees  on  Schedule  I to this
Agreement, duly authorized, validly issued, fully paid for and non-assessable;

         (j)  copies  of  board,  and  if  applicable,  shareholder  resolutions
approving this transaction and authorizing the issuances of the shares hereto;


                                       11
<PAGE>

         (k) any other  document  reasonably  requested  by the Sellers  that it
deems necessary for the consummation of this transaction

         5.2 Items to be delivered to the Company  prior to or at Closing by the
Sellers.

         (a) all applicable schedules hereto;

         (b) instructions from the Sellers  appointing  designees of the Sellers
to the Company's Board of Directors;

         (c)  documents  from the  Sellers  transferring  the all of the  equity
interests in Intsys as set forth opposite their  respective  names on Schedule I
to this Agreement;

         (d) any other  document  reasonably  requested  by the Company  that it
deems necessary for the consummation of this transaction.


                                   ARTICLE VI
                              CONDITIONS PRECEDENT

         6.1  Conditions  Precedent to Closing.  The  obligations of the Parties
under this Agreement shall be and are subject to fulfillment, prior to or at the
Closing, of each of the following conditions:

         (a) That each of the  representations  and  warranties  of the  Parties
contained herein shall be true and correct at the time of the Closing date as if
such representations and warranties were made at such time; and

         (b)  That  the  Parties  shall  have  performed  or  complied  with all
agreements,  terms and conditions  required by this Agreement to be performed or
complied with by them prior to or at the time of the Closing.

         6.2 Conditions to Obligations  of Sellers.  The  obligations of Sellers
shall be  subject  to  fulfillment  prior to or at the  Closing,  of each of the
following conditions:

         (a) The  Shareholder  shall have paid all of the costs and  expenses of
the Company and himself  associated with the acquisition of the Intsys Shares by
the Company;

         (b)  As of the  Closing,  the  Company  shall  have  no  assets  and no
liabilities whatsoever, contingent or otherwise, and all of the notes shall have
been  converted  into shares of the  Company's  Common  Stock or shall have been
cancelled;

         (c) The Company shall have entered into a registration rights agreement
with all the Sellers,  in the form attached as Exhibit 6.2(c) (the "Registration
Rights Agreement");

         (d) The shares of the  Company's  Common Stock shall be continued to be
traded on the Bulletin Board.

                                       12
<PAGE>

         (e) The Company shall have  complied with the  provisions of Rule 14f-1
of the Exchange Act.

                                   ARTICLE VII
                                   TERMINATION

         7.1  Termination.  This  Agreement may be terminated at any time before
or, at Closing, by:

         (a) The mutual agreement of the Parties;

         (b) Any party if:

            (i) Any provision of this  Agreement  applicable to a party shall be
materially untrue or fail to be accomplished; or

            (ii) Any legal  proceeding  shall have been  instituted  or shall be
imminently  threatening to delay,  restrain or prevent the  consummation of this
Agreement;

         (c) Upon  termination of this  Agreement for any reason,  in accordance
with the terms and conditions set forth in this paragraph, each said party shall
bear all costs and expenses as each party has incurred.

                                  ARTICLE VIII
                                  MISCELLANEOUS

         8.1  Survival  of  Representations,   Warranties  and  Agreements.  All
representations  and  warranties  and  statements  made  by a  party  to in this
Agreement  or in any document or  certificate  delivered  pursuant  hereto shall
survive the Closing Date for so long as the  applicable  statute of  limitations
shall remain open.  Each of the parties hereto is executing and carrying out the
provisions of this  agreement in reliance upon the  representations,  warranties
and covenants and  agreements  contained in this  agreement or at the closing of
the  transactions  herein provided for and not upon any  investigation  which it
might  have  made  or  any  representations,  warranty,  agreement,  promise  or
information,  written or oral, made by the other party or any other person other
than as specifically set forth herein.

         8.2 Access to Books and Records.  During the course of this transaction
through  Closing,  each  party  agrees  to make  available  for  inspection  all
corporate  books,  records and assets,  and  otherwise  afford to each other and
their respective  representatives,  reasonable  access to all  documentation and
other  information  concerning the business,  financial and legal  conditions of
each other for the purpose of conducting a due diligence  investigation thereof.
Such due diligence  investigation  shall be for the purpose of  satisfying  each
party as to the business,  financial  and legal  condition of each other for the
purpose  of  determining  the   desirability   of   consummating   the  proposed
transaction.  The Parties  further  agree to keep  confidential  and not use for
their own benefit,  except in accordance  with this Agreement any information or
documentation obtained in connection with any such investigation.


                                       13
<PAGE>

         8.3 Further Assurances.  If, at any time after the Closing, the parties
shall consider or be advised that any further  deeds,  assignments or assurances
in law or that any other things are  necessary,  desirable or proper to complete
the merger in accordance with the terms of this agreement or to vest, perfect or
confirm,  of record or  otherwise,  the title to any  property  or rights of the
parties hereto, the Parties agree that their proper officers and directors shall
execute and deliver all such proper deeds, assignments and assurances in law and
do all things necessary,  desirable or proper to vest,  perfect or confirm title
to such  property  or rights  and  otherwise  to carry out the  purpose  of this
Agreement,  and that the proper  officers  and  directors  the parties are fully
authorized to take any and all such action.

         8.4 Notice. All communications,  notices, requests, consents or demands
given or required under this  Agreement  shall be in writing and shall be deemed
to have been duly given when delivered to, or received by prepaid  registered or
certified mail or recognized  overnight courier addressed to, or upon receipt of
a facsimile sent to, the party for whom intended,  as follows,  or to such other
address or  facsimile  number as may be furnished by such party by notice in the
manner provided herein:

                  If to the Company and the Shareholders:
                  2591 Dallas Parkway, Suite 102
                  Frisco, Texas 75034
                  Attention:  Kevin B. Halter, Jr.

                  If to the Sellers:

                  At the respective addresses of the Sellers set forth
                  on Schedule 1 hereto.

         8.5 Entire Agreement.  This Agreement,  the Disclosure Schedule and any
instruments and agreements to be executed pursuant to this Agreement, sets forth
the entire  understanding  of the  parties  hereto  with  respect to its subject
matter, merges and supersedes all prior and contemporaneous  understandings with
respect to its subject matter and may not be waived or modified,  in whole or in
part, except by a writing signed by each of the parties hereto. No waiver of any
provision of this  Agreement  in any instance  shall be deemed to be a waiver of
the same or any other provision in any other  instance.  Failure of any party to
enforce any  provision of this  Agreement  shall not be construed as a waiver of
its rights under such provision.

         8.6  Successors  and Assigns.  This  Agreement  shall be binding  upon,
enforceable  against and inure to the  benefit of, the parties  hereto and their
respective   heirs,   administrators,   executors,   personal   representatives,
successors  and  assigns,  and  nothing  herein is intended to confer any right,
remedy or benefit upon any other person.  This  Agreement may not be assigned by
any party hereto  except with the prior  written  consent of the other  parties,
which consent shall not be unreasonably withheld.

         8.7 Governing Law. This Agreement  shall in all respects be governed by
and  construed  in  accordance  with  the  laws of the  State  of  Delaware  are
applicable to agreements  made and fully to be performed in such state,  without
giving effect to conflicts of law principles.


                                       14
<PAGE>

         8.8   Counterparts.   This   Agreement  may  be  executed  in  multiple
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute one and the same instrument.

         8.9  Construction.   Headings  contained  in  this  Agreement  are  for
convenience only and shall not be used in the  interpretation of this Agreement.
References  herein to  Articles,  Sections  and  Exhibits  are to the  articles,
sections and exhibits,  respectively, of this Agreement. The Disclosure Schedule
is hereby incorporated herein by reference and made a part of this Agreement. As
used herein, the singular includes the plural,  and the masculine,  feminine and
neuter gender each includes the others where the context so indicates.

         8.10  Severability.  If any  provision of this  Agreement is held to be
invalid or  unenforceable by a court of competent  jurisdiction,  this Agreement
shall be  interpreted  and  enforceable  as if such  provision  were  severed or
limited,  but only to the extent  necessary  to render such  provision  and this
Agreement enforceable.



                                       15
<PAGE>

         IN  WITNESS  WHEREOF,  each of the  parties  hereto has  executed  this
Agreement as of the date first set forth above.


                                           LUCAS EDUCATIONAL SYSTEMS, INC.


                                           By:
                                              ----------------------------------
                                              President, CEO, CFO and Director





                                           Fang Dehou


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



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





                                           SHAREHOLDERS:



                                           Halter Capital Corporation


                                           -------------------------------------
                                           Kevin Halter







                                       16
<PAGE>

                                   SCHEDULE I


Seller's and Designee's Name
----------------------------
      and Address                 % of Intsys Shares    Number of Company Shares
      -----------                 ------------------    ------------------------
Liu Lingxiao                            68.25%                 34,125,000

Fang Dehou                              16.48%                  8,240,000

Li Ming                                 15.27%                  7,635,000























                                       17
<PAGE>

                          DISCLOSURE SCHEDULE - COMPANY



                                    ITEM 2.4
                              FINANCIAL STATEMENTS
                                 See SEC Filings

























                                       18
<PAGE>

                                    ITEM 2.16
                                     BROKERS




























                                       19
<PAGE>

                                    ITEM 3.1
                       DISCLOSURE SCHEDULE - SUBSIDIARIES





65.41% interest in Shenzen Digitainment Co., Ltd, a Sino-foreign joint venture.






















                                       20
<PAGE>

                                    ITEM 3.3
                                 CAPITALIZATION



Name of Shareholder                               Percentage of Interest
--------------------------------------   ---------------------------------------
Fang Dehou                                                 68.25

                                                           16.48
Liu Lingxiao
                                                           15.27
Li Ming


























                                       21
<PAGE>

                                    ITEM 3.9
                                  BROKERS ETC.


Agreement with Soloman Grey Financial Corporation



































                                       22


</TEXT>
</DOCUMENT>
