EMPLOYMENT AGREEMENT

         This Employment  Agreement is entered into as of the 22nd day of March,
2000,  between  Lucas  Educational  Systems,  Inc.  (hereinafter  referred to as
"Employer"), and Jeffrey R. Gullo (hereinafter referred to as "Employee").

         In  consideration  of the mutual promises  hereinafter  set forth,  the
parties hereto agree as follows:

         1.  Employment.  Employer agrees to employ Employee and Employee agrees
to serve  Employer to perform such duties as may be appointed  from time to time
by the Board of Directors of the Employer.  The Employee's  employment  shall be
upon the terms and  conditions  hereinafter  set forth.  During the term of this
Agreement,  Employee  shall be  engaged  as the  President  and Chief  Executive
Officer.  Employee's  powers and duties in those  capacities  to be those as set
forth in the Bylaws of  Employer  and the powers  and duties  customary  to such
position  in  similar  companies.  The  Employee  shall  report  to the Board of
Directors of the Employer and shall become a member of the Board of Directors of
Employer.  If Employee is elected or appointed with the Employee's consent to an
office with any of Employer's subsidiaries or affiliates during the term of this
Agreement,  the  Employee  will serve in such  capacity  or  capacities  without
additional compensation.

         2. Term.  The  employment  of Employee  hereunder  and this  Employment
Agreement   shall  commence  the  date  hereof  and  shall  continue  in  effect
indefinitely until terminated pursuant to Section 7 hereof.

         3.  Extent  of  Services.   Employee  shall  devote  Employee's  entire
productive  time,  attention,  knowledge  and skills  solely to the business and
interest of Employer,  and Employer shall be entitled to all of the benefits and
profits arising from the work,  services and advice of Employee.  Employee shall
not,  during  the term of this  Agreement,  directly  or  indirectly  render any
services of a business, commercial or professional nature to any other person or
organization,  whether for  compensation  or otherwise,  and whether or not such
other person or organization competes with the business of Employer, without the
prior written consent of Employer. However, Employee shall be free to spend time
during non-business hours on matters of market investment by himself and members
of his family.

         4. Conformity to Employer's Systems and Procedures.  Employee agrees to
follow, obey and observe all of the rules, regulations, policies, procedures and
systems of Employer, to observe the workdays and hours as specified by Employer,
to work  for the  best  interest  of  Employer  in the  business  in which it is
engaged,  and to strive to further the  goodwill  and  professional  standing of
Employer with its clients,  customers and the public generally, to attend to the
duties of employment  hereunder  regularly and not to be absent therefrom except
on account of illness or other conditions beyond the control of Employee.


<PAGE>


         5. Compensation.

                  5.1  Base  Salary.  Employer  will  pay  Employee  during  the
         Employee's term of service  hereunder  compensation  for the Employee's
         services (sometimes  hereinafter referred to as the "Base Salary"),  in
         the amount of $10,000 per month.  Employee's salary will be reviewed at
         least annually and adjustments made as Employer may determine.

                  5.2 Bonus.  An annual  bonus of up to 100% of base salary will
         be paid  annually  within 90 days  after the end of  Employer's  fiscal
         year, upon achieving the following  targeted amounts of earnings before
         deduction for interest, taxes, depreciation and amortization ("EBITDA")
         during each fiscal year during the term of this  Agreement  (or partial
         year thereof):

            Annual Fiscal                               Bonus Percentage
                 EBITDA                                  of Base Salary
            ---------------------                       ----------------

            Less than $250,000                                -0-
            $250,000-$749,999                                 25%
            $750,000-$1,249,999                               50%
            $1,250,000-$1,749,999                             75%
            more than $1,750,000                              100%

         The bonus  formula shall be subject to review by the Board of Directors
from time to time.

                  5.3 Stock Awards.  Employee  shall receive grants of Employers
         Common Stock and options to purchase same as follows:

                           5.3.1  Employer  shall  issue  a total  of  2,385,000
                  shares upon execution  hereof (based upon the number of shares
                  outstanding on March 1, 2000, referred to herein as "pre-split
                  shares,"), subject to the risk of forfeiture, as follows:

                           (i) 1,130,000 shares will be issued upon execution of
                  this  Agreement,  subject to  forfeiture  if the closing of an
                  offering of  $1,400,000  of  Employer's  Series A  Convertible
                  Preferred Stock does not occur on or before May 1, 2000; and

                           (ii)  1,255,000  shares will be issued upon execution
                  of this  Agreement,  subject to  forfeiture  if all actions to
                  enable  the  Employer  to be ready to  receive  and fill  live
                  orders via the Internet, call center and inbound fax lines are
                  not taken by March 1, 2001; a determination  of such readiness
                  will  be  made  by the  unanimous  approval  of the  Board  of
                  Directors.


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<PAGE>


                           5.3.2 Employer shall issue to Employee a Stock Option
                  Agreement  to acquire up to  5,430,000  shares of common stock
                  for an exercise price of $0.061, for an exercise period of ten
                  years,  exercisable  upon  the  occurrence  of  the  following
                  vesting events:

                           (i)  1,575,000  shares  shall  vest upon the first to
                  occur  of 48  months  of  consecutive  employment  under  this
                  Agreement or when the Employer shall report  cumulative  gross
                  revenue of $2,000,000;

                           (ii)  1,900,000  shares  shall vest upon the first to
                  occur  of 48  months  of  consecutive  employment  under  this
                  Agreement or the Company shall report  quarterly gross revenue
                  of $1,250,000; and

                           (iii) 1,955,000 shares shall vest upon the passage of
                  36 months of consecutive employment under this Agreement.

                  5.4  Withholding.  Employer and Employee  each  recognize  and
         acknowledge  that Employer is obligated to withhold  payroll taxes from
         the salary of Employee,  and that Employee  shall receive  compensation
         after  deduction of all payroll taxes which Employer is required by law
         to withhold from the compensation of Employee.

         6.  Expenses.  During  the  term of  employment  provided  for  herein,
Employer shall pay or reimburse Employee, in accordance with its standard policy
in effect from time to time, upon submission of vouchers by the Employee for all
reasonable  expenses  incurred  by the  Employee in the  interest of  Employer's
business.

         7. Termination.

                  7.1 Termination Events. Subject to the provisions of Paragraph
         7.2 of this Section, this Agreement shall terminate:

                  7.1.1 Upon death of Employee.

                  7.1.2 At the option of the  Employer if Employee  shall become
         disabled and remain disabled for a period of six (6) months. Disability
         shall be defined as Employee's inability through illness or other cause
         to perform  his normal  work load as measured by the twelve (12) months
         preceding the commencement of such disability.  During such disability,
         Employee shall be compensated in accordance  with  Employer's  standard
         policy regarding disability.

                  7.1.3 Upon mutual agreement.

                  7.1.4 At any time at the option of Employee.

                  7.1.5.  At the  Employer's  option  for any  good  cause.  For
         purposes of this Section,  "good cause" for termination shall mean: (a)
         the conviction of Employee of any act involving moral turpitude, or (b)
         any material  breach by Employee of any of the terms of, or the failure
         to perform any covenant contained in, this Agreement.

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<PAGE>


                  7.1.6. By the Employee for "Good Reason." For purposes of this
         Agreement,  "Good Reason" shall mean the  occurrence  after a Change in
         Control of any of the events or conditions described in Subsections (1)
         through (9) hereof:

                  (1)      a change in the Employee's status, title, position or
                           responsibilities         (including         reporting
                           responsibilities) which, in the Employee's reasonable
                           judgment,  represents  an  adverse  change  from  his
                           status,  title,  position or  responsibilities  as in
                           effect  immediately prior thereto;  the assignment to
                           the Employee of any duties or responsibilities which,
                           in   the   Employee's   reasonable   judgment,    are
                           inconsistent  with his  status,  title,  position  or
                           responsibilities; or any removal of the Employee from
                           or failure to reappoint or reelect him to any of such
                           offices or positions,  except in connection  with the
                           termination  of his  employment  pursuant to Sections
                           7.1.1,  7.1.2, 7.1.3, 7.1.4 or 7.1.5, other than Good
                           Reason;

                  (2)      a  reduction  in the  Employee's  base  salary or any
                           failure  to pay  the  Employee  any  compensation  or
                           benefits to which he is entitled  within five days of
                           the date due;

                  (3)      a failure to increase the  Employee's  base salary at
                           least annually at a percentage of base salary no less
                           than the  average  percentage  increases  (other than
                           increases  resulting from the  Employee's  promotion)
                           granted to the  Employee  during the three full years
                           ended  prior to a Change in Control  (or such  lesser
                           number of full years during which the  Executive  was
                           employed);

                  (4)      the Employer's  requiring the Employee to be based at
                           any place outside 50 miles from the Employee's  place
                           of business on the date hereof, except for reasonably
                           required travel on the Employer's business;

                  (5)      the failure by the Employer to (a) continue in effect
                           (without  reduction in benefit  level,  and/or reward
                           opportunities) any material  compensation or employee
                           benefit plan in which the Employee was  participating
                           immediately prior to the Change in Control,  unless a
                           substitute or replacement  plan has been  implemented
                           which provides  substantially  identical compensation
                           and  benefits  to the  Employee  or (b)  provide  the
                           Employee  with  compensation  and  benefits,  in  the
                           aggregate, at least equal (in terms of benefit levels
                           and/or reward  opportunities)  to those  provided for
                           under each other  compensation  or  employee  benefit
                           plan,  program and  practice as in effect at any time
                           within  ninety  (90)  days  preceding  the  Change in
                           Control Date or at any time thereafter;

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<PAGE>


                  (6)      the insolvency or the filing (by any party, including
                           the Employer) of a petition for the bankruptcy of the
                           Employer;

                  (7)      any material breach by the Employer of any provisions
                           of this Agreement;

                  (8)      any   purported   termination   of   the   Employee's
                           employment  for Cause by the  Company  which does not
                           comply with the terms of Section 7.1.5.; or

                  (9)      the failure of the  Employer to obtain an  agreement,
                           satisfactory  to the Employee,  from any successor or
                           assign of the Employer to assume and agree to perform
                           this Agreement.

         Any event or condition  described in Section 7.1.6 (1)-(9) which occurs
prior to a Change in Control but which the Employee reasonably  demonstrates (a)
was at the  request of a third party who had  indicated  an  intention  or taken
steps reasonably  calculated to effect a Change in Control (a "Third Party"), or
(b)  otherwise  arose in  connection  with,  or in  anticipation  of a Change in
Control,   shall   constitute   Good  Reason  for  purposes  of  this  Agreement
notwithstanding that it occurred prior to the Change in Control. The Executive's
right to  terminate  his  employment  pursuant  to  Section  7.1.6  shall not be
affected by his incapacity due to physical or mental illness.

                  7.1.7.  For any reason  other than those set forth in Sections
         7.1.1.,  7.1.2., 7.1.3., 7.1.4, 7.1.5 or 7.1.6, upon giving Employee 60
         days advance notice, or, in lieu thereof, 60 days severance pay.

         7.2 Consequences of Termination.

                  7.2.1.  Upon  termination  by mutual  agreement  under Section
         7.1.3,  by the Employee under Section  7.1.4.,  or for good cause under
         Section 7.1.5,  the Employee  shall be paid all salary  prorated to the
         date of termination.

                  7.2.2 Upon termination under Section 7.1.1., 7.1.2., 7.1.6. or
         7.1.7,  Employee(or  his  estate)  shall be  entitled  to  receive  (1)
         severance  compensation in lieu of any further  compensation  after the
         termination  date in a single payment in cash in an amount equal to one
         year of the Employee's base salary at the highest rate in effect at any
         time subsequent to the 90th day prior to the termination  date; and (2)
         for eighteen  (18) months,  the  Employer's  current cost sharing shall
         continue on behalf of the Employee and his dependents and beneficiaries
         in  regard  to the life  insurance,  disability,  medical,  dental  and
         hospitalization  benefits  provided to the  Employee at any time during
         the 90-day period prior to the termination date.


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<PAGE>


         The amounts  provided for in Section 7.2 shall be paid within five days
after the  Employee's  Termination  Date.  The Employee shall not be required to
mitigate  the amount of any payment  provided  for in this  Agreement by seeking
other  employment or otherwise and no such payment shall be offset or reduced by
the amount of any  compensation  or  benefits  provided  to the  Employee in any
subsequent  employment.  The severance pay and benefits provided for in Sections
7.2.4 shall be in lieu of any other  severance pay to which the Executive may be
entitled under any Company severance plan, program or arrangement.

         8. Trade Secrets and Confidential Information.  During the term of this
Agreement,  Employee  will have access to  customer  lists and  compilations  of
information  and records  specific to and regularly used in the operation of the
business of Employer.  Employee  acknowledges that such information  constitutes
valuable  and  confidential  information  of the  Employer.  Employee  shall not
disclose any of the aforesaid  private company secrets,  directly or indirectly,
nor use them in any way,  either  during  the  term of this  Agreement  or after
termination of employment.  All files,  records,  electronic and magnetic files,
documents,  specifications,  equipment and similar  information  relating to the
business of  Employer,  whether  prepared by Employee or  otherwise  coming into
Employee's possession, shall remain the exclusive property of Employer and shall
not be removed  from the premises of Employer  except as shall be necessary  for
Employee to perform Employee's duties under this Agreement.  Upon termination of
this  Agreement for any reason,  Employee will deliver all such materials in his
possession and all copies thereof to Employer.

         9. Work Product.  All elements of proprietary products and intellectual
property  developed  by  Employee  during  the  term  of  this  Agreement  shall
constitute  "Exploited  Property"  under the terms of the  Licensing and Royalty
Agreement  dated August 13, 1997  between the  Employer  and the Licensor  named
therein.  Any  copyrights,  trademarks,  tradenames or service marks relating to
products  developed by Employee shall be owned by Licensor and registered in the
name of Licensor and shall be subject to the License.

         10.  Restrictive  Covenants.  In  consideration  of  the  provision  to
Employee of the Employer's  trade secrets and confidential  information,  and in
order to  protect  the rights of  Employer  to its trade  secrets,  confidential
information, and client relationships, the Employee hereby agrees as follows:

                  10.1  Employee  agrees  that  during a period of two (2) years
         following  any  termination  of  employment,  Employee  shall not be an
         officer,  director,  employee, agent or representative,  or an owner of
         more than five percent  (5%) of the  outstanding  capital  stock of any
         corporation,  or an owner of any  interest  in, or  employee,  agent or
         representative  of,  any  other  form  of  business  association,  sole
         proprietorship  or  partnership  that  solicits,  hires (whether or not
         solicited)  or otherwise  attempts to induce any  employees,  agents or
         representatives  of Employer to terminate  their  position as employee,
         agent or representative therewith.

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<PAGE>


                  10.2 Employee  agrees that,  during the term of this Agreement
         and for a period of two (2) years following termination for any reason,
         Employee  shall  not,  directly  or  indirectly  by being  an  officer,
         director, employee, agent, representative or consultant, or a record or
         beneficial  owner of more than five percent of the outstanding  capital
         stock of any  corporation  or an owner of any  interest in, or employee
         of, any other form of  business  association,  sole  proprietorship  or
         partnership,  conduct  a  business  in  competition  with the  business
         conducted by Employer on the date of termination.

                  10.3 In the event that any  adjudicative  body  shall  finally
         hold that this Section 10 constitutes an unreasonable  restriction upon
         Employee,  the parties  hereby  expressly  agree that the provisions of
         this Section 10 shall not be rendered  void, but shall apply as to time
         and  territory  or to such  other  extent  as such  body  may  indicate
         constitutes a reasonable restriction under the circumstances involved.

         11. Arbitration.  Any controversy between the parties to this Agreement
involving the  construction  or  application  of any of the terms,  covenants or
conditions  of this  Agreement  or  arising  out of any  section  hereof  or any
condition in  connection  with the  termination  of  employment,  shall,  on the
written  request  of one party  served on the  other,  be  submitted  to binding
arbitration  in Dallas,  Texas,  and such  arbitration  shall comply with and be
governed  by  the  Commercial  Arbitration  Rules  of the  American  Arbitration
Association.  Each party hereto shall appoint one person as an arbitrator within
30 days after service of the request for arbitration, and the two arbitrators so
chosen shall select a third  impartial  arbitrator with fifteen days of the date
on which the second  arbitrator is selected.  The  arbitrators  shall decide all
questions  presented to them by majority vote. The decision of a majority of the
arbitrators shall be final and conclusive on all parties hereto. The expenses of
arbitration  conducted pursuant to this Section shall be borne by the parties in
such proportions as the arbitrators may decide. All parties shall be entitled to
be  represented  by  counsel  of  their  choosing   throughout  the  arbitration
proceedings.

         12. General Provisions.

                  12.1  Notice.  Any notice  required or  permitted  to be given
                  under this  Agreement  shall be  sufficient  if in writing and
                  sent  by  certified  mail  by  Employer  to the  residence  of
                  Employee, or by Employee to Employer's principal office.

                  12.2 Assignability.  This Agreement and the rights,  interests
          and benefits hereunder shall not be assignable or in any way alienated
          by Employee.  Employer shall have the right of assignment and transfer
          of its rights hereunder to any successor to the majority of its assets
          and any such successor shall be bound by the terms hereof.




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<PAGE>


                  12.3 Waiver of Breach. The waiver by Employer or Employee of a
         breach of any  provisions  of this  Agreement  by the  other  shall not
         operate or be construed as a waiver of any subsequent breach.

                  12.4 Entire  Agreement.  This  instrument  contains the entire
         agreement of the parties.  It may not be changed orally, but only by an
         agreement in writing,  signed by the party against whom  enforcement of
         any waiver, change, modification, extension or discharge is sought.

                  12.5  Attorneys'  Fees.  In the event that there  shall be any
         litigation or court  proceeding  with respect to this  Agreement or the
         obligations of the parties  hereunder,  the  prevailing  party shall be
         entitled to recover reasonable attorneys' fees and costs from the other
         party.

                  12.6  Governing  Law.  This  Employment   Agreement  shall  be
         governed by the laws of the State of Texas.

                  12.7  Survival.  Sections  5.4,  7, 8, 9, 10,  11 and 12 shall
         survive the termination of this Agreement and remain  applicable to and
         enforceable  against  Employer,  Employee,  and their respective heirs,
         personal representatives, successors and assigns.

                  12.8  Definition  of Change in Control.  For  purposes of this
         Agreement,  a "Change  in  Control"  shall  mean any one or more of the
         following events:

                  (a) An acquisition  (other than directly from the Employer) of
                  any  voting   securities   of  the   Employer   (the   "Voting
                  Securities")  by any "Person" (the term person is used for the
                  purposes of Section  13(d) of the  Securities  Exchange Act of
                  1934, as amended (the "Exchange Act"), immediately after which
                  such Person has "Beneficial  Ownership" (within the meaning of
                  Rule 13d-3  promulgated under the Exchange Act) of twenty-five
                  percent  (25%)  or more of the  combined  voting  power of the
                  Employer's  then  outstanding  Voting  Securities;   provided,
                  however,  in  determining  whether  a Change  in  Control  has
                  occurred,   Voting   Securities   which  are   acquired  in  a
                  "Non-Control  Acquisition" (as hereinafter  defined) shall not
                  constitute  an  acquisition  which  would  cause a  Change  in
                  Control. A "Non-Control Acquisition" shall mean an acquisition
                  by (i) an  employee  benefit  plan (or  trust  forming  a part
                  thereof) maintained by (A) the Employer or (B) any corporation
                  or other Person of which a majority of its voting power or its
                  voting equity securities or equity interest is owned, directly
                  or   indirectly,   by  the  Employer  (for  purposes  of  this
                  definition,   a   "Subsidiary"   (ii)  the   Employer  or  its
                  Subsidiaries,  or  (iii)  any  Person  in  connection  with  a
                  "Non-Control Transaction" (as hereinafter defined);

                  (b) The Individuals who, as of the date of this Agreement, are
                  members  of  the  Board  (the  "Incumbent  Board"),  cease  to
                  constitute  at least  two-third  of the  members of the Board.
                  Provided,  however,  that if after the election, or nomination
                  for election by the Employer's common stockholders, if any new
                  director was approved by a vote of at least  two-thirds of the

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<PAGE>

                  Incumbent Board, such new director shall, for purposes of this
                  Plan,  be  considered  as a  member  of the  Incumbent  Board;
                  provided  further,   however,  that  no  individual  shall  be
                  considered a member of the Incumbent  Board if such individual
                  initially  assumed  office  as a result of either an actual or
                  threatened  "Election  Contest"  (as  described in Rule 14a-11
                  promulgated  under  the  Exchange  Act)  or  other  actual  or
                  threatened solicitation of proxies or consents by or on behalf
                  of a Person other than the board (a "Proxy Contest") including
                  by reason of any  agreement  intended  to avoid or settle  any
                  Election Contest or Proxy Contest; or

                  (c)  Approval by stockholders of the Employer of:

                           (1)  a  merger,   consolidation   or   reorganization
                           involving  the   Employer,   unless  such  a  merger,
                           consolidation  or  reorganization  is a  "Non-Control
                           Transaction." A "Non-Control  Transaction" shall mean
                           a  merger,  consolidation  or  reorganization  of the
                           Employer where:

                                            (i)   the    stockholders   of   the
                                    Employer,  immediately  before such  merger,
                                    consolidation   or    reorganization,    own
                                    directly or indirectly immediately following
                                    such      merger,      consolidation      or
                                    reorganization, seventy percent (70%) of the
                                    combined  voting  power  of the  outstanding
                                    Voting   Securities   of   the   corporation
                                    resulting from such merger or  consolidation
                                    or     reorganization     (the    "Surviving
                                    Corporation")  in  substantially   the  same
                                    proportion as their  ownership of the Voting
                                    Securities  immediately  before such merger,
                                    consolidation or reorganization,

                                            (ii)   the   individuals   who  were
                                    members of the Incumbent  Board  immediately
                                    prior  to the  execution  of  the  agreement
                                    providing for such merger,  consolidation or
                                    reorganization constitute at least two-third
                                    of the members of the board of  directors of
                                    the Surviving Corporation,  or a corporation
                                    beneficially directly or indirectly owning a
                                    majority  of the  Voting  Securities  of the
                                    Surviving Corporation, and

                                            (iii) no Person  other  than (a) the
                                    Employer,   (b)  any  Subsidiary,   (c)  any
                                    employee  benefit plan (or any trust forming
                                    a part thereof)  maintained by the Employer,
                                    the   Surviving   Company,   the   Surviving
                                    Corporation,  or any Subsidiary,  or (d) any
                                    Person  who,   immediately   prior  to  such
                                    merger,  consolidation or reorganization had
                                    Beneficial  Ownership of  fifty-one  percent


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<PAGE>

                                    (51%) or more of the then outstanding Voting
                                    Securities,   has  Beneficial  Ownership  of
                                    fifty-percent  (51%) or more of the combined
                                    voting power of the Surviving  Corporation's
                                    then outstanding Voting Securities.

                           (2)      A   plan   of   complete    liquidation   or
                                    dissolution of the Company, or

                           (3)      An   agreement   for  the   sale  or   other
                                    disposition of all or  substantially  all of
                                    the  assets of the  Employer  to any  Person
                                    (other than a transfer to a Subsidiary):

                  (d) Notwithstanding  the foregoing,  a Change in Control shall
                  not be deemed to occur solely because any Person (the "Subject
                  Person")  acquired  Beneficial  Ownership  of  more  than  the
                  permitted amount of the then outstanding  Voting Securities as
                  a  result  of the  acquisition  of  Voting  Securities  by the
                  Employer which, by reducing the number of shares  Beneficially
                  Owned by Subject Persons, provided that if a Change in Control
                  would  occur (but for the  operation  of this  sentence)  as a
                  result  of  the  acquisition  of  Voting   Securities  by  the
                  Employer,  and after such share  acquisition  by the Employer,
                  the  Subject  Person  becomes  the  Beneficial  Owner  of  any
                  additional Voting Securities which increases the percentage of
                  the then outstanding  Voting Securities  Beneficially Owned by
                  the Subject Person, then a Change in Control shall occur.

         IN WITNESS WHEREOF, Employer has caused this Employment Agreement to be
executed  in  its  corporate  name  by its  corporate  officers  thereunto  duly
authorized, and Employee has executed this Employment Agreement.

                                    EMPLOYEE:

                                                   /s/  Jeffrey R. Gullo
                                                   ------------------------
                                                        Jeffrey R. Gullo

                                               Lucas Education Systems, Inc.:


                                               By: /s/  Jerry R. Lucas
                                                   ------------------------
                                                        Jerry R. Lucas, Chairman


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