EXHIBIT 10.1

                            Employee Stock Plan 2002
                            ------------------------

THIS PLAN  ("Plan") is made  effective as of June 21, 2002, by and between Lucas
Educational Systems, Inc.  ("Company"),  and Kevin B. Halter, an employee of the
Company ("Employee").


                                R E C I T A L S:
                                ----------------

The Company wishes to grant, and the Employee wishes to receive, as compensation
for employment  services to the Company, a total of 500,000 Shares of the common
stock of the Company ("Common Stock"),  all pursuant to the provisions set forth
herein;

NOW, THEREFORE,  in consideration of the sum of Ten ($10.00) Dollars,  premises,
mutual  promises,  covenants,  terms and conditions  herein,  and other good and
valuable  considerations,  the  receipt  and  sufficiency  of which  are  hereby
acknowledged by the parties, the parties agree as follows:

1. Grant of Shares.  The Company hereby grants to the Employee  shares of Common
Stock (the "Shares") in the Company.

2. Services.  Employee has for the past  approximately 12 months provided advice
to the Company concerning management,  consulting, strategic planning, corporate
organization and structure,  acquisitions and business  opportunities.  Employee
will  continue  as long as he is employed by the Company to perform the tasks of
identifying,  evaluating,  structuring,  negotiating  and  closing  of  business
acquisitions.

3. Registration or Exemption. Notwithstanding anything to the contrary contained
herein,  the Shares may not be issued unless the Shares are registered  pursuant
to the Securities Act of 1933, as amended ("Act").

4.  Delivery of Shares.  The  Company  shall  deliver,  subject to the terms and
conditions  of this Plan,  to Employee,  as soon as  practicable,  a Certificate
representing the Shares. Employee agrees to be bound by the terms and conditions
under  the  Plan by  accepting  delivery  of the  Shares,  and any  other  terms
individually agreed to in writing by the parties.

5.  Company's  Rights.  The  existence of the Shares  and/or this Plan shall not
affect in any way the rights of the Company to conduct its business.

6.  Disclosure.  Employee  agrees  to  having  read  and  fully  considered  the
disclosures  under  Exhibit  "A"  attached  hereto  and  incorporated  herein by
reference.

7. Amendments. This Plan may not be amended unless by the written consent of the
Board of Directors.

8. Governing Law. This Plan shall be governed by the laws of the State of Texas,
and the sole venue for any action  arising  hereunder or in connection  herewith
shall be a court of competent jurisdiction in Dallas, Texas.

9.  Binding  Effect.  This Plan shall be binding upon and for the benefit of the
parties hereto and their respective heirs, permitted successors,  assigns and/or
delegates.

10.  Captions.  The captions herein are for convenience and shall not cntrol the
interpretation of this Plan.

11.  Cooperation.  The  parties  agree  to  execute  such  reasonable  necessary
documents  upon  advice of legal  counsel  in order to carry out the  intent and
purpose of this Plan as set forth hereinabove.

12. Gender and Number. Unless the context otherwise requires, references in this
Plan in any gender shall be construed to include all other  genders,  references
in the singular shall be construed to include the plural,  and references in the
plural shall be construed to include the singular.

13.  Severability.  In the event anyone or more of the  provisions  of this Plan
shall be deemed  unenforceable  by any court of competent  jurisdiction  for any
reason  whatsoever,  this  Plan  shall  be  construed  as if such  unenforceable
provision had never been contained herein.

By order of the Board of Directors


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                            EXHIBIT "A" to Stock Plan


Item 1 - Plan Information


     (a) General Plan Information

          1. The title of the Plan is: Employee Stock Plan 2002 ("Plan") and the
     name of the registrant  whose  securities are to be offered pursuant to the
     Plan is Lucas Educational Systems, Inc. ("Company").

          2. The general nature and purpose of the Plan is to grant the Employee
     a  total  of  500,000  shares  of  the  Common  Stock  of  the  Company  as
     compensation for employee services for the Company.

          3. To the best of Company's knowledge,  the Plan is not subject to any
     of the provisions of the Employee  Retirement  Income Security Act of 1974,
     as amended or replaced by any subsequent law.

          4. (a) The  Company  shall act as Plan  Administrator.  The  Company's
     address and telephone number is: 2591 Dallas Parkway, Suite 102, Frisco, TX
     75034. Phone: 469-633-0100. The Company, as administrator of the Plan, will
     merely issue to the Employee  shares of Common Stock  pursuant to the terms
     of the Plan


     (b)  Securities to be Offered.  Pursuant to the terms of the Plan,  500,000
     shares of the Company's Common Stock will be offered.

     (c) Participation in the Plan. The Employee is the sole participant in this
     Plan.  The  Employee is eligible to receive  the  securities  provided  the
     securities have been registered or are exempt from  registration  under the
     Securities Act of 1933, as amended (the "Act").

     (d) Delivery of  Securities  Pursuant to the Plan.  The Company shall issue
     and  deliver  the  underlying   securities  to  the  Employee  as  soon  as
     practicable.

     (e) Resale  Restrictions.  Employee may assign,  sell,  convey or otherwise
     transfer the securities received, subject to the requirements of the Act.

     (f) Tax Effects of Plan Participation. The Plan is not qualified under Sec.
     401 of the  Internal  Revenue  Code of 1986,  as amended or replaced by any
     subsequent law.

     (g) Investment of Funds. n/a

     (h)  Withdrawal  from the  Plan;  Assignment  of  Interest.  Withdrawal  or
     termination  as to the Plan may occur upon  determination  of the  Company.
     Employee  has the  right to  assign or  hypothecate  interest  in the Plan,
     subject to Plan provisions.

     (i) Forfeitures and Penalties. n/a

     (j) Charges and Deductions and Liens Therefore. n/a


Item 2 Registrant Information and Employee Plan Annual Information.  Registrant,
upon oral or written request by Employee,  shall provide,  without  charge,  the
documents  incorporated  by reference  in Part II, Item 3 of Company's  Form S-8
Registration  Statement  for  the  securities  as well  as any  other  documents
required  to  be  delivered   pursuant  to  SEC  Rule  428(b)  (17  CFR  Section
230.428(b)).  All  requests  are to be  directed  to the  Company at the address
provided above.