STERLING EQUITY HOLDINGS INC
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<TYPE>EX-10.2
<SEQUENCE>3
<FILENAME>doc3.txt
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                 AMENDMENT TO COMMERCIAL EARNEST MONEY CONTRACT


     This Amendment to Commercial Earnest Money Contract (this "Amendment") is
made and entered into as of June 18, 2004, by and between Sterling Equity
Holdings, Inc. (the "Seller") and Dan Vogler (the "Buyer").

                                    RECITALS:

A.   Seller and Buyer entered into that certain Commercial Earnest Money
     Contract effective February 24, 2004 (the "Contract") with respect to real
     property legally described as: 1.142 acres of land, more or less, out of
     the Isaac Decker League, in Travis County, Texas and being the same
     property conveyed by Sterling Reit, Inc. to Sterling-4405 Spdale, L.P. in a
     deed dated June 5, 2003, recorded in Document Number 2003135342, of the
     Official Public Records of Travis County, Texas. (the "Property").

B.   Seller and Buyer desire to amend the Contract in certain respects as more
     fully described below.

                                   AGREEMENTS:

1.   The Commencement Date of Buyer's obligation herein stated below shall be
     the date that Seller has completed all of the following:

     a.   The issuance of a Certificate of Occupancy from the City of Austin.
     b.   Repair of the chain link fence along the south boundary line of the
          property.
     c.   Repair of the strip of metal siding missing on the southeast corner of
          the two-story portion of the building.

2.   Buyer shall have fifteen (15) days from the Commencement Date to complete
     an appraisal of the Property.

3.   Buyer shall have thirty (30) days from the Commencement Date to complete a
     loan application and obtain loan approval.

4.   CLOSING. The closing of the sale shall be on or before sixty (60) days from
     the Commencement Date.

5.   Buyer shall have the right to extend the Closing Date for an additional
     period of thirty (30) days, by giving Seller written notice of its
     intention to extend at least five (5) days prior to the Closing Date above.
     Upon such notice to Seller, Buyer shall simultaneously deliver to the Title
     Company the sum of $5,000.00 as additional Earnest Money. The additional
     Earnest Money shall be deemed non-refundable to Buyer in all respects,
     except in the event of Seller's default, and shall be credited toward the
     Sales Price, at closing. The thirty (30) day extension shall be contingent
     upon Buyer providing satisfactory evidence to Seller it is working
     diligently to procure loan approval. Seller shall not unreasonably withhold
     Buyer's right to extend the Closing Date.

6.   Upon the execution of this Amendment, the Earnest Money deposit of
     $10,000.00 currently held by the Title Company shall be deemed
     non-refundable to Buyer in all respects except in the event of Seller
     default. The Earnest Money deposit shall be credited towards the purchase
     price and there shall be no further requirement for an additional Earnest
     Money deposit.

7.   This Amendment may be executed in multiple counterparts by electronic
     facsimile (FAX) transmissions, which when taken together shall constitute
     one original document.

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8.   Ratification. All capitalized terms used herein shall have the same meaning
     assigned to such terms in the Contract. Except as specifically modified and
     amended herein, the Contract shall remain unchanged and in full force and
     effect and is hereby ratified and confirmed by the parties.

Hereby agreed to and effective as of the date first written above.

SELLER:                                      BUYER:

Sterling Equity Holdings, Inc.               Dan Vogler


By:                                          By:
   ----------------------------                  -------------------------------

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