STOCK PURCHASE AGREEMENT


         THIS STOCK PURCHASE AGREEMENT is made this 4th day of November 2002, by
and between (SEE  ATTACHED  SCHEDULE A) or their  assigns,  hereinafter  jointly
called BUYER, and Securities Transfer Corporation as Trustee for various Sellers
("SELLER").

         RECITALS:

         WHEREAS,  the Seller  acting as Trustee for various  Sellers has in its
possession shares of Lucas Educational  Systems,  a Delaware  corporation,  (the
"COMPANY"), common stock;

         WHEREAS, the BUYER desires to purchase 53,110 shares held by Seller and
Seller is  willing  to sell said  shares to the  BUYER,  all on the terms as set
forth below;

THEREFORE, IT IS AGREED AS FOLLOWS:

         BUYER agrees to purchase from Seller,  and Seller agrees to sell to the
BUYER,  at the closing,  53,110 shares of common stock of the COMPANY,  free and
clear of all claims,  liens,  or  encumbrances  of any kind except as  described
below, as follows:

         The BUYER shall purchase an aggregate of 53,100 shares of the COMPANY'S
common  stock from the Seller for an  aggregate  price of TEN  THOUSAND  DOLLARS
($10,000.00)  payable at closing.  BUYERS  aggregated shares shall be bought and
prorated individually according to the attached Schedule A.

         It is understood  and agreed that the BUYER has  approached  the Seller
and solicited it to sell the shares.  The Seller has made no  representations or
warranties of any kind to induce BUYER to purchase said shares.

         BUYER  represents  and warrants that they have no present  intention to
make a public offering or distribution of the shares being purchased  hereunder.
All parties  agree that neither  Seller nor any of its officers,  directors,  or
agents have any ongoing  business  relationship  with any of the parties to this
Agreement, or their officers,  directors and promoters,  nor any family or other
relationships  with such,  and therefore have no ability to exercise any control
or  influence  over the  management  and conduct of the  COMPANY'S  business and
therefore are non-affiliates of the COMPANY.

         BUYER  acknowledges and agrees that they have received from the COMPANY
all financial and other relevant  information  concerning the COMPANY,  officers
and directors,  as filed with the Securities  and Exchange  Commission,  and all
other documents and information they have requested, and are satisfied with same
and that Seller has made no other  representations  or warranties of any kind to
induce BUYER to purchase said shares.

<PAGE>

         The closing on the transaction  contemplated hereby shall take place at
the offices of Loeb & Loeb, LLP 10100 Santa Monica Blvd., Los Angeles,  CA 90067
on or before  November 4, 2002.  At closing,  BUYER shall  deliver  cash by wire
transfer,  or  by  cashiers  check,  against  (1)  the  delivery  of  the  stock
certificates representing the shares being sold by the Seller, duly endorsed for
transfer with Medallion signature  guarantees (or at Seller's option, the shares
in the names of the Buyers as issued by the COMPANY.

         This Agreement and its application  shall be governed under the laws of
the State of Texas.  Any and all  disputes and  controversies  of every kind and
nature  between the parties  hereto arising out of or relating to this Agreement
relating to the existence,  construction,  validity,  interpretation or meaning,
performance,  non-performance,  enforcement,  operation,  breach, continuance or
termination thereof shall be subject to an arbitration mutually agreeable to the
parties or, in the absence of such mutual agreement, then subject to arbitration
in accordance with the rules of the American Arbitration Association.  It is the
intent of the  parties  hereto  and the  purpose of this  provision  to make the
submission to  arbitration of any dispute or  controversy  arising  hereunder an
express  condition  precedent to any legal or equitable  action or proceeding of
any nature whatsoever.

         This  Agreement  may be executed in one or more  counterparts,  each of
which  shall be  deemed  an  original  but all of  which  taken  together  shall
constitute  but one and the  same  document.  For  purposes  of  executing  this
Agreement,  a document signed and transmitted by facsimile machine or telecopier
is to be treated as an original document.

<PAGE>

         This Agreement  shall be binding upon, and inure to the benefit of, the
parties hereto and their  respective  heirs,  representatives,  successors,  and
assigns.

         IN  WITNESS  WHEREOF,  the  undersigned  have  hereunto  affixed  their
signatures.


BUYER:


----------------------------------------
Mui Yuen Yau





SELLER:

SECURITIES TRANSFER CORPORATION
As Trustee for individual Sellers



By:
----------------------------------------
George Johnson, Executive Vice President