BLUESTAR LEASING INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>fwjcexchagmt.txt
<TEXT>
                              EXCHANGE AGREEMENT

     THIS EXCHANGE  AGREEMENT (hereinafter referred  to  as this "Agreement") is
entered  into  as of this 30th  day  of December, 2002, by  and between BLUESTAR
LEASING,  INC., a  Nevada  corporation  (hereinafter  referred  to as "Parent"),
STERLING  FBO  HOLDINGS, INC., a  Nevada corporation (hereinafter referred to as
"Sterling"),  and the shareholders,  whose  names  appear  on the signature page
hereof  (hereinafter  referred  to as "Shareholders"), of FORT WORTH JET CENTER,
INC., a  Texas corporation  (hereinafter referred  to as "Jet Center"), upon the
following premises:

                                  Premises

     WHEREAS, Parent is a publicly held  corporation organized under the laws of
the State of Nevada and Sterling is a wholly-owned subsidiary of Parent;

     WHEREAS, Shareholders  are the owners of 100% of the issued and outstanding
stock of Jet Center;

     WHEREAS, management  of the constituent corporations, and the Shareholders,
entered into discussions  pursuant to  which Sterling has agreed in principal to
acquire 100% of  the issued and outstanding  stock of Jet Center in exchange for
the issuance of certain shares of Parent (the "Exchange") on the terms described
herein and in  a transaction  intended  to qualify  as a tax-free reorganization
pursuant to Section 368(a)(1)(B) of the Internal Revenue Code; and

     WHEREAS,  Parent,  Sterling  and  the  Shareholders desire to set forth the
terms of the Exchange.

                                   Agreement

     NOW THEREFORE, on the stated  premises and for  and in consideration of the
mutual covenants and agreements hereinafter set forth and the mutual benefits to
the parties to be derived herefrom, it is hereby agreed as follows:

                                    ARTICLE I

            REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SHAREHOLDERS

     As an inducement to, and to obtain the reliance of Parent and Sterling, the
Shareholders represent and warrant as follows:


     Section 1.01 Organization.  Jet  Center  is a  corporation  duly organized,
validly existing, and in  good standing under the laws of the State of Texas and
has  the  corporate power  and is  duly  authorized, qualified,  franchised, and
licensed  under  all applicable  laws, regulations,  ordinances,  and  orders of
public  authorities  to own all of its properties and assets and to carry on its
business  in  all material  respects  as it  is now  being  conducted, including
qualification to do business as a foreign corporation in the states or countries
in which the  character  and location of the assets owned by it or the nature of
the business transacted by it requires qualification, except where failure to be
so qualified  would  not  have  a  material  adverse  effect  on  its  business.
Shareholders have provided to Parent and  Sterling complete and  correct  copies
of the articles of incorporation, and  bylaws  of Jet Center as in effect on the
date hereof.  The execution and  delivery  of  this  Agreement does not, and the
consummation  of  the transactions  contemplated  hereby will  not, violate  any
provision of Jet  Center's articles  of incorporation or bylaws.  Jet Center has
taken all actions required  by law, its articles  of incorporation, or otherwise
to authorize the execution  and delivery of this Agreement.  Jet Center has full
power, authority,  and legal right and has taken all action required by law, its
articles of  incorporation, and  otherwise to consummate the transactions herein
contemplated.

     Section 1.02 Capitalization.   The authorized  capitalization of Jet Center
consists of (a) 1,000,000  shares of  common stock, $1.00  par value,  of  which
1,000  shares  are currently  issued  and  outstanding  and  (b) -0-  shares  of
preferred stock, $N/A par value, of which -0- shares (the "Preferred Stock") are
currently issued and outstanding.  All issued and outstanding shares are legally
issued, fully paid,  and non-assessable  and not  issued  in  violation  of  the
preemptive or other rights of any person.

     Section 1.03  Subsidiaries  and  Predecessor Corporations.  Jet Center does
not have any  predecessor  corporation(s)  or subsidiaries,  and  does  not own,
beneficially  or  of  record,  any  shares  of  any other corporation, except as
disclosed  in Schedule  1.03.  For  purposes  hereinafter, the term "Jet Center"
also includes those subsidiaries, if any, set forth on Schedule 1.03.

     Section 1.04 Financial Statements.

     (a)   The Shareholders   have provided to Parent and Sterling the unaudited
balance sheets and the  related statements of operations of Jet Center as of and
for (i) the  quarter  ended __________, 200__, and (ii) the  year ended December
31, 2001.

     (b)   All  such  financial statements have been prepared in accordance with
generally accepted accounting principles.  The Jet Center balance sheets present
a true  and fair  view as  of the  dates of such balance sheets of the financial
condition  of Jet  Center.  Jet  Center  did  not have,  as of the dates of such
balance  sheets,  except  as  and  to  the  extent reflected or reserved against
therein, any liabilities or obligations (absolute or contingent) which should be
reflected in the  balance  sheets or the  notes thereto,  prepared in accordance
with generally accepted  accounting principles, and all assets reflected therein
are  properly reported and  present fairly the value of the assets of Jet Center
in accordance with generally accepted accounting principles.

     (c)   Jet Center  has no  liabilities  with  respect  to the payment of any
federal,  state,  county,  local  or other  taxes  (including  any deficiencies,
interest or penalties), except for taxes accrued but not yet due and payable.

     (d)   Jet  Center  has  filed  all  state,  federal  or local income and/or
franchise  tax  returns  required  to  be filed by it from inception to the date
hereof.   Each  of such income tax returns reflects the taxes due for the period
covered thereby, except for amounts which, in the aggregate, are immaterial.

     (e)   The books  and records, financial and otherwise, of Jet Center are in
all  material  respects  complete  and  correct  and  have  been  maintained  in
accordance with good business and accounting practices.

     (f)   All of Jet Center's assets are reflected on its financial statements,
and, except as set forth in  the financial statements of Jet Center or the notes
thereto, Jet Center has no material  liabilities, direct or indirect, matured or
unmatured, contingent or otherwise.

     Section 1.05 Information.  The  information concerning Jet Center set forth
in this Agreement  and in  the materials  provided to Parent and Sterling by the
Shareholders is  complete  and  accurate  in  all material respects and does not
contain any untrue statement of a material fact or omit to state a material fact
required to make the statements made, in light of  the circumstances under which
they were made, not misleading.  In addition, Jet Center has fully  disclosed in
writing to Parent and Sterling all information relating to matters involving Jet
Center or its assets  or its present or past  operations or activities which (i)
indicated or  may indicate, in  the  aggregate, the existence  of a greater than
$5,000  liability  or  diminution  in  value, (ii)  have  led or  may  lead to a
competitive  disadvantage  on the part of Jet Center or (iii) either alone or in
aggregation with other  information covered  by this Section, otherwise have led
or may lead to a material adverse effect on the transactions contemplated herein
or on Jet  Center, its  assets, or  its  operations  or  activities as presently
conducted or as contemplated to be conducted after  the Closing Date, including,
but  not   limited   to,   information   relating   to  governmental,  employee,
environmental,  litigation  and  securities  matters   and   transactions   with
affiliates.

     Section 1.06 Options or Warrants.  There are no existing options, warrants,
calls, or commitments of any character relating to the authorized and   unissued
Jet Center common stock.

     Section 1.07 Absence of Certain Changes or Events.   Except as set forth in
this Agreement, since September 30, 2002:

     (a)   there has not been (i) any material  adverse  change in the business,
 operations, properties, assets, or condition of Jet Center  or (ii) any damage,
destruction,  or  loss  to  Jet  Center (whether  or  not covered by  insurance)
materially and adversely affecting the business, operations, properties, assets,
or condition of Jet Center;

     (b)   Jet Center  has  not (i)  amended  its  articles  of incorporation or
bylaws; (ii) declared  or made,  or agreed  to declare  or make, any payment  of
dividends  or distributions of any assets of any kind whatsoever to stockholders
or purchased  or  redeemed,  or agreed to purchase or redeem, any of its capital
stock; (iii)  waived  any  rights of value which in the aggregate are outside of
the ordinary  course  of business or   material  considering the business of Jet
Center; (iv) made any material  change in its method of management, operation or
accounting; (v) entered into  any other material transaction other than sales in
the ordinary course of its  business; (vi)  made any accrual  or arrangement for
payment of  bonuses  or  special  compensation  of any  kind or any severance or
termination pay to any present  or  former officer  or employee; (vii) increased
the rate of  compensation  payable or  to become  payable  by  it  to any of its
officers  or  directors  or  any  of  its  salaried   employees  whose   monthly
compensation  exceeds $1,000; or (viii) made any increase in any profit sharing,
bonus, deferred compensation, insurance,  pension, retirement, or other employee
benefit  plan,  payment,  or  arrangement  made to,  for, or  with its officers,
directors, or employees;

     (c)   Jet  Center  has  not (i)  borrowed or  agreed to borrow any funds or
incurred, or become  subject to,  any material obligation or liability (absolute
or contingent) except as disclosed herein and except liabilities incurred in the
ordinary course of business; (ii) paid or agreed to pay any material obligations
or liability (absolute or contingent) other than  current liabilities  reflected
in or shown on the most recent Jet Center balance sheet, and current liabilities
incurred since that date in the ordinary course of business and professional and
other fees and expenses in connection with the preparation of this Agreement and
the  consummation  of   the  transactions  contemplated  hereby;  (iii)  sold or
transferred, or agreed to sell or  transfer, any  of its assets, properties,  or
rights (except assets, properties, or rights not used or  useful in its business
which, in the aggregate have a  value  of  less  than  $1,000), or  canceled, or
agreed  to  cancel,  any debts  or  claims (except  debts or claims which in the
aggregate are of a  value  of  less  than  $1,000); (iv) made  or  permitted any
amendment or termination of any contract, agreement, or license to which it is a
party if such amendment or termination is material, considering the  business of
Jet Center; or (v) issued, delivered, or agreed to  issue or deliver  any stock,
bonds or other corporate securities including debentures (whether authorized and
unissued or held as treasury stock); and

     (d)    to the best knowledge of the Shareholders, Jet Center has not become
subject to any law or regulation which materially  and adversely  affects, or in
the future may adversely affect the business, operations, properties, assets, or
condition of Jet Center.

     Section 1.08     Title  and  Related  Matters.   Jet  Center  has  good and
marketable  title  to all of its properties, inventory, interests in properties,
and assets, real and personal, which are reflected in the most recent Jet Center
balance  sheet or  acquired  after  that  date  (except  properties,  inventory,
interests in properties, and  assets sold or  otherwise  disposed of  since such
date in the ordinary course of  business) free and  clear of all liens, pledges,
charges,  or   encumbrances  except  (a)  statutory  liens  or  claims  not  yet
delinquent; and (b) such imperfections of title and easements as do not and will
not materially detract from or interfere with the present or proposed use of the
properties subject thereto or  affected thereby or  otherwise materially  impair
present business operations on such properties.  Jet Center owns, free and clear
of any liens, claims, encumbrances, royalty interests, or other  restrictions or
limitations of  any  nature  whatsoever, any  and  all  procedures,  techniques,
marketing plans,  business  plans, methods of  management, or other  information
utilized in connection with Jet Center's business.  No third party has any right
to  any  assets  or  properties  of  Jet  Center which,  individually or  in the
aggregate, if the subject of an  unfavorable decision, ruling  or finding, would
have  a  materially  adverse  effect  on  the  business,  operations,  financial
condition, income, or business prospects of Jet Center or  any material  portion
of its properties, assets, or rights.


     Section 1.09  Litigation and Proceedings.   There  are  no  actions, suits,
proceedings, or investigations pending  or, to the knowledge of the Shareholders
after reasonable investigation, threatened by or against Jet Center or affecting
Jet Center or its  properties, at  law or  in equity, before any court  or other
Governmental  agency  or  instrumentality,  domestic  or  foreign, or before any
arbitrator of any kind.  The  Shareholders  have  no  knowledge  of any material
default  on the  part of  Jet  Center  with  respect  to  any  judgment,  order,
injunction,  decree,  award,  rule,  or regulation  of any court, arbitrator, or
governmental  agency or  instrumentality or of  any  circumstances  which, after
reasonable investigation, would result in the discovery of such a default.

     Section 1.10 Contracts.

     (a)   All contracts, agreements, franchises, license agreements, and  other
 commitments to which Jet Center is a party or by which its properties are bound
and which  are  material to  the operations  of Jet Center  taken as a whole are
valid  and  enforceable  by  Jet  Center  in  all respects, except as limited by
bankruptcy  and  insolvency  laws  and  by  other  laws  affecting the rights of
creditors generally;

     (b)   Jet Center  is  not a party to or bound by, and the properties of Jet
Center  are  not  subject  to  any  contract,  agreement,  other  commitment  or
instrument;  any charter or other corporate restriction; or any judgment, order,
writ, injunction, decree,  or award which  materially and adversely affects, the
business operations, properties, assets, or condition of Jet Center.

     Section 1.11   Material Contract Defaults.  Jet Center is not in default in
Any  material respect  under the  terms  of any outstanding contract, agreement,
lease,  or  other  commitment  which is material  to  the  business, operations,
properties,  assets or  condition of Jet Center and there is no event of default
in any  material  respect  under  any such contract,  agreement, lease, or other
commitment  in  respect  of  which Jet  Center  has not  taken adequate steps to
prevent such a default from occurring.

     Section 1.12   No Conflict With Other Instruments.  The  execution  of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement will not result in the breach of any term or provision of,  constitute
an event of default under, or terminate, accelerate or  modify the terms  of any
material  indenture,  mortgage, deed  of  trust,  or  other  material  contract,
agreement, or  instrument  to which either the  Shareholders or Jet  Center is a
party or to which any of their properties or operations are subject.

      Section 1.13   Governmental Authorizations.  Jet  Center has all licenses,
franchises,  permits, and  other  governmental  authorizations  that are legally
required  to  enable  it to  conduct its  business in all  material respects  as
conducted on  the date  hereof.  Except  for  compliance  with federal and state
securities and  corporation  laws, as  hereinafter  provided, no  authorization,
approval, consent, or  order  of, or registration,  declaration, or filing with,
any court or  other  governmental  body  is  required  in  connection  with  the
execution   and  delivery  by   the  Shareholders  of  this  Agreement  and  the
consummation by the Shareholders of the transactions contemplated hereby.

     Section 1.14   Compliance With Laws and Regulations.  To  the  best  of the
Shareholders' knowledge Jet Center has complied with all applicable statutes and
regulations of  any  federal,  state,  or other  governmental  entity or  agency
thereof, except  to the  extent  that  noncompliance  would  not  materially and
adversely affect the business, operations, properties,  assets, or  condition of
Jet Center or except to the extent  that  noncompliance  would not result in the
occurrence of any material liability for Jet Center.

     Section 1.15    Insurance.  All of the  properties  of Jet Center are fully
insured for their full replacement cost.

     Section 1.16   Shares.  The Shareholders have good and marketable title and
ownership of the number of shares of  common stock  of Jet Center set out on the
signature page hereof  (the "Shares")  and the  right  and  power  to convey the
Shares free  and clear  of any lien, claim, encumbrance or option and the Shares
constitute 100% of the issued and outstanding capital stock of Jet Center.

     Section 1.17   Valid Obligation.  This  Agreement  and  all  agreements and
other documents executed by the Shareholders in connection  herewith  constitute
the valid and binding obligation of the Shareholders, enforceable in  accordance
with its or  their terms, except  as may  be limited by bankruptcy,  insolvency,
moratorium 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
therefor may be brought.

                                     ARTICLE II

                    REPRESENTATIONS, COVENANTS, AND WARRANTIES
                               OF PARENT AND STERLING

     As an inducement to, and to obtain the reliance of the Shareholders, Parent
and Sterling represent and warrant as follows:


     Section 2.01   Organization.  Parent  and  Sterling are  each  corporations
Duly  organized, validly  existing, and  in good  standing under the laws of the
State of Nevada and have the corporate power and are duly authorized, qualified,
franchised, and licensed under all applicable laws, regulations, ordinances, and
orders of public authorities to own all of their properties and assets, to carry
on their business in all material respects as they are now being  conducted, and
except where failure to be so qualified would not have a material adverse effect
on their business, there is no jurisdiction  in which they are  not qualified in
which the character and location of  the assets  owned by them or the  nature of
the business  transacted  by  them  requires  qualification.  The  execution and
delivery of this Agreement does not, and  the  consummation  of the transactions
contemplated hereby  will  not, violate  any  provision  of the  certificate  of
incorporation or  bylaws of either Parent or Sterling.  Parent and Sterling have
taken all action required by law, their  certificates of  incorporation, bylaws,
or otherwise to authorize the execution and delivery of this Agreement, and each
has full power, authority, and legal right and has taken all  action required by
law, its  certificate of  incorporation, bylaws, or otherwise  to consummate the
transactions herein contemplated.

     Section 2.02   No Conflict With Other Instruments.  The  execution  of this
Agreement  and  the  consummation  of  the  transactions  contemplated  by  this
Agreement will not result in the breach of any term or provision of,  constitute
a default under, or terminate, accelerate or modify the terms of, any indenture,
mortgage, deed  of trust, or  other  material agreement  or instrument to  which
Parent or Sterling is a party or to which any of their assets or operations  are
subject.

     Section 2.03   Approval of Agreement.  The board of directors of Parent and
Sterling have authorized the execution and delivery of this Agreement.

     Section 2.04   Exchange Shares.  Upon issuance, the Exchange Shares will be
duly issued, validly paid and non-assessable.

     Section 2.05   Valid Obligation.  This  Agreement  and  all  agreements and
Other  documents  executed   by  Parent  and  Sterling  in  connection  herewith
constitute the valid and binding obligation  of each,  enforceable in accordance
with its or their terms, except as  may  be limited  by bankruptcy,  insolvency,
moratorium 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
therefor may be brought.

                                   ARTICLE III

                                 PLAN OF EXCHANGE

     Section 3.01   The Exchange.  On the terms  and  subject to  the conditions
set forth in this Agreement, on the Closing  Date (as defined in  Section 3.03),
each  Shareholder shall  assign,  transfer and  deliver, free  and clear  of all
liens, pledges, encumbrances, charges, restrictions or known claims of any kind,
nature, or description, the number of shares of common stock of  Jet Center  set
out on the  signature page  hereof, in  the aggregate  constituting 100%  of the
issued and outstanding shares  of capital stock of  Jet  Center held by  each of
such  shareholders; the  objective  of  such  Exchange  being the acquisition by
Sterling of 100% of the issued and outstanding capital stock  of Jet Center.  In
exchange for the transfer of such securities by  the Shareholders,  Parent shall
issue to the  Shareholders  an aggregate of 8,223,953  shares of common stock of
Parent  (the "Exchange Shares").  At  the  Closing, each  Shareholder  shall, on
surrender of his certificate or certificates representing such Jet Center shares
to  Sterling or  its  registrar  or transfer  agent, be  entitled  to  receive a
certificate  or  certificates  evidencing  his  proportionate  interest  in  the
Exchange Shares.

     Section 3.02   Closing.  The  closing  ("Closing")  of   the   transactions
Contemplated  by this  Agreement shall  be on a date  and  at such  time  as the
parties may agree ("Closing Date") but not later than December 31, 2002, subject
to the right of Parent to extend such Closing Date by up to an additional  sixty
(60) days.  Such  Closing shall  take  place  at a mutually  agreeable time  and
place.

     Section 3.03   Closing Events.  At  the  Closing,  Parent  and  each of the
Shareholders  shall execute,  acknowledge, and  deliver  (or shall  ensure to be
executed,  acknowledged,  and  delivered)  any  and all  certificates  or  other
instruments required  by this  Agreement to  be so delivered  at or prior to the
Closing, together with such other  items as may be  reasonably requested  by the
parties hereto  and  their  respective  legal counsel  in order to effectuate or
evidence the transactions contemplated hereby.

                                     ARTICLE IV

                                  SPECIAL COVENANTS

     Section 4.01   Delivery of Books and Records.  At the Closing, Shareholders
shall cause Jet Center deliver to Sterling the originals of the corporate minute
books, books of account, contracts, records, and all other books or documents of
Jet Center now in the possession of Jet Center or its representatives.

     Section 4.02   Third Party Consents and Certificates.  Parent, Sterling and
the Shareholders agree to  cooperate  with each  other in  order to  obtain  any
required third  party  consents to  this Agreement  and the  transactions herein
contemplated.

                                     ARTICLE V

                                   MISCELLANEOUS

     Section 5.01   Governing Law.  This   Agreement   shall   be  governed  by,
enforced,  and  construed  under and  in  accordance with the laws of the United
States of America  and, with  respect to the matters of state law, with the laws
of the State of Texas, without  giving effect to  principles of conflicts of law
thereunder.  Each of the parties  (a) irrevocably  consents  and agrees that any
legal or equitable  action  or proceedings  arising under or in  connection with
this Agreement shall be brought exclusively in the federal courts of the  United
States, and (b) by execution and delivery of this Agreement, irrevocably submits
to and accepts, with respect to  any such  action  or proceeding,  generally and
unconditionally,  the  jurisdiction  of  the  United  States  District  Court in
Houston, Texas, and irrevocably waives any and all rights such  party may now or
hereafter have to object to such jurisdiction.

     Section 5.02   Notices.  Any  notice  or  other  communications required or
permitted hereunder  shall  be in  writing  and  shall be sufficiently  given if
personally delivered to it or sent by telecopy, overnight  courier or registered
mail or certified mail, postage prepaid, addressed as follows:

     If to Parent or Sterling, to:   Sterling FBO Holdings, Inc.
                                     2800 Post Oak Blvd., Suite 5260
                                     Houston, Texas 77056
                                     Attn: Ron F. Bearden

     If to Shareholders, to:         Address shown on signature page

or such other addresses as shall  be  furnished in  writing by any  party in the
manner for giving notices hereunder, and any such notice or  communication shall
be deemed to have been given (i) upon receipt, if personally  delivered, (ii) on
the day after dispatch, if sent by  overnight  courier, (iii) upon  dispatch, if
transmitted by telecopy and receipt is confirmed by telephone and (iv) three (3)
days after mailing, if sent by registered or certified mail.

     Section 5.03   Attorney's Fees.  In the event that either party  institutes
any action or suit  to enforce  this Agreement  or to  secure  relief  from  any
default hereunder or breach hereof, the prevailing party shall be  reimbursed by
the losing party for all costs, including reasonable  attorney's fees,  incurred
in connection therewith and in  enforcing or  collecting any judgement  rendered
therein.

     Section 7.04   Expenses.  Subject to Section 5.03 above, whether or not the
Exchange is consummated, each of Parent, Sterling and the Shareholders will bear
their own respective  expenses, including  legal,  accounting  and  professional
fees, incurred in connection with the Exchange or any of the other  transactions
contemplated hereby.

	Section 7.05	Entire Agreement.  This Agreement  represents the entire
agreement between the  parties  relating  to  the  subject  matter  thereof  and
supersedes  all  prior agreements,  understandings  and negotiations, written or
oral, with respect to such subject matter.

     Section 5.06   Survival; Termination.  The representations, warranties, and
covenants of the respective  parties  shall  survive  the  Closing  Date and the
consummation of the transactions herein contemplated for a period of two years.

     Section 5.07	Counterparts.   This Agreement may  be  executed  in  multiple
counterparts, each of which shall be deemed an original  and all  of which taken
together shall be but a single instrument.

     Section 5.08   Amendment or Waiver.  Every right and remedy provided herein
shall be cumulative with every other right and remedy, whether conferred herein,
at law, or in equity, and may be enforced concurrently  herewith, and no  waiver
by any party  of  the  performance  of  any  obligation  by  the other  shall be
construed as a waiver of the same or any  other default  then,  theretofore,  or
thereafter occurring or existing.  At any time prior  to the Closing  Date, this
Agreement may by  amended  by a  writing  signed  by  all  parties  hereto, with
respect to any  of the terms contained herein, and any term or condition of this
Agreement may be waived or the time for performance may be extended by a writing
signed by the party or parties for whose benefit the provision is intended.

     Section 5.09   Best Efforts.  Subject to the  terms  and  conditions herein
provided, each party shall use  its best  efforts  to  perform  or  fulfill  all
conditions  and  obligations  to   be  performed  or fulfilled  by it under this
Agreement so that the transactions contemplated hereby  shall be  consummated as
soon as practicable.  Each party also agrees that it shall use its best  efforts
to take, or cause to be taken, all actions  and to  do, or cause to be done, all
things necessary, proper or advisable under  applicable laws and  regulations to
consummate and make effective this Agreement and the  transactions  contemplated
herein.

	IN WITNESS WHEREOF,  the   corporate   parties   hereto have  caused  this
Agreement to be executed by their respective officers, hereunto duly authorized,
as of the date first-above written.

ATTEST:                                   BLUESTAR LEASING, INC.


                                          BY:
Secretary or Assistant Secretary             President


ATTEST:                                   STERLING FBO HOLDINGS, INC.


                                          BY:

Secretary or Assistant Secretary             President

SHAREHOLDERS:

Name                                Address                    Number of Shares



                                    7401 Windswept Trail              358
Mathew Investment Partnership	      Colleyville, TX 76034
By: Thomas Mathew



                                    5065 Westheimer, Suite 745        367
Sterling REIT, Inc                  Houston, TX 77056
By: Ron F. Bearden



                                    7705 Debbie Drive                 275
Geld Fund II, LLC                   Leander, TX 78641
By: Hugo Verhaeghe



</TEXT>
</DOCUMENT>
