STOCK EXCHANGE AGREEMENT
                            ------------------------

     This  Stock  Exchange Agreement (the "Agreement"), dated as of June ___, is
by  and  among  Taurus  Entertainment  Companies,  Inc., a Colorado corporation,
("Taurus"),  and  Alfred  Oglesby  whose name appears and who is identified as a
stockholder  on the signature page hereof (the "Stockholder"), such person being
the  registered holder of all of the capital stock of Bluestar Physical Therapy,
Inc.,  a  Texas  corporation  ("Bluestar").

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

     WHEREAS,  the  Stockholder is the record and beneficial owner of the number
of  shares  of  common stock, $.001 par value of Bluestar indicated in the table
set  forth  as  Exhibit  "A"  to  this  Agreement  (which shares are hereinafter
collectively  referred  to  as  the  "Bluestar  Stock");

     WHEREAS,  Taurus  desires  to  acquire  from  the  Stockholder,  and  the
Stockholder  desires  to  convey  to  Taurus,  all of the issued and outstanding
Bluestar  Stock owned by the Stockholder in exchange for shares of voting common
stock,  $0.001  par  value  of Taurus (the "Taurus Stock"), all on the terms and
conditions  set  forth  below;

     NOW,  THEREFORE, in consideration of the premises, the mutual covenants and
agreements and the respective representations and warranties herein contained in
this Agreement, and on the terms and subject to the conditions set forth in this
Agreement,  the  parties  hereto, intending to be legally bound, hereby agree as
follows:


                                    ARTICLE I
                               EXCHANGE OF SHARES

     Section  1.1     Bluestar  Stock.  At  the  Closing (as defined below), the
                      ---------------
Stockholder shall transfer, convey and deliver to Taurus the number of shares of
Bluestar  Stock  set  forth  opposite  his name on Exhibit "A" hereto, and shall
deliver  to  Taurus  stock  certificates  representing  the Bluestar Stock, duly
endorsed  to  Taurus  or  accompanied  by duly executed stock powers in form and
substance  satisfactory  to  Taurus.

     Section  1.2     Taurus  Stock.  At the Closing, in exchange for each share
                      -------------
of  Bluestar  Stock transferred to Taurus, Taurus shall issue and deliver to the
Stockholder  the  number of shares of Taurus Stock set forth opposite their name
on  Exhibit  "A" hereto.  The transaction by which the transfer shall take place
is  referred  to  in  this  Agreement  as  the  "Exchange".


                                   ARTICLE II


                                        1
<PAGE>
                                  THE CLOSING

     The Closing of the transactions contemplated by this Agreement (the
"Closing") shall take place at 10:00 a.m. on June ___, 2003 (the "Closing
Date"), at the offices of Axelrod, Smith & Kirshbaum, 5300 Memorial Drive, Suite
700, Houston, Texas 77007 or at such other time and place as agreed upon among
the parties hereto.

                                   ARTICLE III
                REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER

     The Stockholder hereby represents and warrants to Taurus as follows:

     Section  3.1     Ownership  of the Bluestar Stock.  The  owns, beneficially
                      --------------------------------
and  of  record,  that number of shares of Bluestar Stock set forth opposite the
Stockholder's  name  on  Exhibit  "A" hereto; except for restrictions imposed by
federal and state securities laws: (i) such shares are owned by such Stockholder
free and clear of any liens, claims, equities, charges, options, rights of first
refusal,  or  encumbrances;  (ii) the Stockholder has the unrestricted right and
power  to transfer, convey and deliver full ownership of such shares without the
consent  or  agreement  of  any  other  person  and  without  any  designation,
declaration  or  filing  with  any  governmental  authority; and, (iii) upon the
transfer  of  such  shares to Taurus as contemplated herein, Taurus will receive
good  and  valid  title  thereto, free and clear of any liens, claims, equities,
charges,  options,  rights of first refusal, encumbrances or other restrictions.

     Section  3.2     Authorization.  The  Stockholder  is  of  the  full age of
                      -------------
majority,  with  full power, capacity and authority to enter into this Agreement
and  perform  the  obligations contemplated hereby by and for himself or herself
and  his  or  her  spouse,  if  any.  All  action on the part of the Stockholder
necessary  for  the  authorization,  execution, delivery and performance of this
Agreement  by  the  Stockholder  has  been  taken  or will be taken prior to the
Closing.  This  Agreement  constitutes  a  valid  and  binding obligation of the
Stockholder,  enforceable  against the Stockholder in accordance with its terms,
subject  to  bankruptcy,  insolvency,  reorganization, and other laws of general
application  relating to or affecting creditors' rights and to general equitable
principles.

     Section  3.3     Pending  Claims.  There  is  no  claim,  suit,  action  or
                      ---------------
proceeding,  whether  judicial,  administrative or otherwise, pending or, to the
best  of the Stockholder's knowledge, threatened that would preclude or restrict
the  transfer  to  Taurus  of the Bluestar Stock owned by the Stockholder or the
performance  of  this  Agreement  by  the  Stockholder.

     Section  3.4     No  Default.   The  execution, delivery and performance of
                      -----------
this  Agreement  by the Stockholder does not and will not constitute a violation
or  default  under  or  conflict  with any contract, agreement, understanding or
commitment  to which such Stockholder is a party or by which such Stockholder is
bound.

     Section  3.5     Acquisition  of  Stock  for  Investment.  The  Stockholder
                      ---------------------------------------
understands  that  the  issuance  of  Taurus Stock will not have been registered
under  the  Securities  Act  of  1933,  as  amended

                                        2
<PAGE>
(the  "Act"),  or  any  state  securities acts, and, accordingly, are restricted
securities,  and  that  he  represents  and  warrants to Taurus that his present
intention  is  to  receive and hold the Taurus Stock for investment only and not
with  a  view  to  the  distribution  or  resale  thereof.

     Additionally,  the Stockholder understands that any sale by the Stockholder
of  any  of  the  Taurus Stock received under this Agreement will, under current
law,  require either: (a) the registration of the Taurus Stock under the Act and
applicable  state  securities  acts; (b) compliance with Rule 144 of the Act; or
(c)  the  availability of an exemption from the registration requirements of the
Act  and  applicable  state  securities  acts.  The Stockholder understands that
Taurus  has  not undertaken and does not presently intend to file a Registration
Statement  to register the Taurus Stock that is to be issued to the Stockholder.
The  Stockholder hereby agrees to execute, deliver, furnish or otherwise provide
to  Taurus  an  opinion  of counsel reasonably acceptable to Taurus prior to any
subsequent transfer of the Taurus Stock, that such transfer will not violate the
registration  requirements  of  the  federal  or  state  securities  acts.  The
Stockholder  further agrees to execute, deliver, furnish or otherwise provide to
Taurus  any documents or instruments as may be reasonably necessary or desirable
in  order  to  evidence  and  record  the  Taurus  Stock  acquired  hereby.

     To  assist  in  implementing  the  above provisions, the Stockholder hereby
consents  to the placement of the legend, or a substantially similar legend, set
forth  below,  on  all  certificates  representing ownership of the Taurus Stock
acquired  hereby until the Taurus Stock has been sold, transferred, or otherwise
disposed  of,  pursuant  to  the  requirements  hereof.  The  legend  shall read
substantially  as  follows:

          "THESE  SECURITIES  HAVE  NOT  BEEN  REGISTERED  UNDER  THE
          SECURITIES  ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE
          SECURITIES  ACTS.  THESE  SECURITIES  MUST  BE  ACQUIRED FOR
          INVESTMENT,  ARE  RESTRICTED  AS TO TRANSFERABILITY, AND MAY
          NOT  BE SOLD, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT
          COMPLIANCE  WITH  THE  REGISTRATION  AND  QUALIFICATION
          PROVISIONS  OF  APPLICABLE FEDERAL AND STATE SECURITIES LAWS
          OR  APPLICABLE  EXEMPTIONS  THEREFROM."


     Section  3.6     Stockholder Access to Information.  The Stockholder hereby
                      ---------------------------------
confirms  and  represents  that he: (a) has been afforded the opportunity to ask
questions  of  and receive answers from representatives of Taurus concerning the
business and financial condition, properties, operations and prospects of Taurus
and  has  asked  such  questions as he/she desires to ask and all such questions
have  been  answered  to  the full satisfaction of the Stockholder; (b) has such
knowledge  and  experience in financial and business matters so as to be capable
of  evaluating  the  relative  merits and risks of the transactions contemplated
hereby;  (c)  has had an opportunity to engage and is represented by an attorney
of  his/her  choice;  (d)  has  had  an  opportunity  to negotiate the terms and
conditions  of  this Agreement; (e) has been given adequate time to evaluate the
merits  and  risks  of  the  transactions  contemplated hereby; and (f) has been
provided  with  and given an opportunity to review all current information about
Taurus  including  Taurus's  Form 10-KSB for the fiscal year ended September 30,
2002


                                        3
<PAGE>
and  Taurus's  Form  10-QSB for the quarter ended December 31, 2002 and the Form
10-QSB  for  the  quarter  ended  March  31,  2003.

     Section 3.7     Disclosure.  To the best of the Stockholder's knowledge, no
                     ----------
representation  or  warranty  of  the  Stockholder  contained  in this Agreement
(including the exhibits and schedules hereto) contains any untrue statement of a
material  fact  or omits to state a material fact necessary in order to make the
statements  contained  herein  or  therein,  in light of the circumstances under
which  they  were  made,  not  misleading.

     Section  3.8     Indemnification by Stockholder. The Stockholder recognizes
                      ------------------------------
that  the  Exchange  being conducted with Taurus is based, to a material degree,
upon  the  representations  and  warranties  of  Stockholder  as  set  forth and
contained  herein  and  the  Stockholder  hereby  agrees  to  indemnify and hold
harmless  Taurus  against  all damages, costs, or expenses (including reasonable
attorney's fees) arising as a result of any breach of representation or warranty
or  omission  made  herein  by  the  Stockholder.

     If  any  action is brought against Taurus in respect of which indemnity may
be  sought  against  the Stockholder pursuant to the foregoing paragraph, Taurus
shall  promptly  notify  the  Stockholder  in writing of the institution of such
action  (but the omission to so notify the Stockholder shall not relieve it from
any liability that it may have to Taurus except to the extent the Stockholder is
materially  prejudiced  or  otherwise  forfeit substantive rights or defenses by
reason  of  such  failure), and the Stockholder shall assume the defense of such
action,  including  the employment of counsel to be chosen by the Stockholder to
be  reasonably  satisfactory  to  Taurus, and payment of expenses.  Taurus shall
have  the  right  to  employ  the Stockholder's or their own counsel in any such
case,  but  the  fees  and  expenses of such counsel shall be at Taurus expense,
unless  the  employment of such counsel shall have been authorized in writing by
the  Stockholder  in  connection  with  the  defense  of  such  action,  or  the
Stockholder  shall  not  have  employed counsel to take charge of the defense of
such  action,  or  counsel  employed  by the Stockholder shall not be diligently
defending  such action, or Taurus shall have reasonably concluded that there may
be  defenses  available  to  it  which are different from or additional to those
available  to  the  Stockholder,  or  that  representation of Taurus by the same
counsel  would  be  inappropriate  under  applicable  standards  of professional
conduct  due  to  actual or potential differing interests between them (in which
case  the  Stockholder  shall  not  have the right to direct the defense of such
action  on behalf of Taurus), in any of which event such fees and expenses shall
be  borne  by  the  Stockholder.  Anything  in  this  paragraph  to the contrary
notwithstanding,  the  Stockholder shall not be liable for any settlement of, or
any expenses incurred with respect to, any such claim or action effected without
the  Stockholder  written  consent,  which  consent  shall  not  be unreasonably
withheld.  The  Stockholder  shall  not,  without  the  prior written consent of
Taurus  effect  any settlement of any proceeding in respect of which Taurus is a
party and indemnity has been sought hereunder unless such settlement includes an
unconditional  release  of  Taurus  from  all  liability  on claims that are the
subject  matter  of  such  proceeding.

     Section 3.9     No Brokerage Commission.  No broker or finder has acted for
                     -----------------------
the  Stockholder  in  connection  with  this  Agreement  or  the  transactions
contemplated  hereby, and no person is entitled to any brokerage or finder's fee
or  compensation in respect thereof based in any way on agreements,


                                        4
<PAGE>
arrangements  or  understandings  made  by  or  on  behalf  of  the Stockholder.

                                   ARTICLE IV
                REPRESENTATIONS AND WARRANTIES OF THE STOCKHODER
                                 ABOUT BLUESTAR

     In  addition  to  the  representations and warranties of the Stockholder as
set  forth in Article III herein, the Stockholder hereby represents and warrants
to  Taurus  as  follows:

     Section 4.1     Organization and Capitalization.  Bluestar is a corporation
                     -------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State of Texas, with full power and authority and all necessary governmental and
regulatory  licenses,  permits  and authorizations to carry on the businesses in
which  it  is engaged, to own the properties that it owns currently and will own
at  the  Closing.  Bluestar is qualified as a foreign corporation and is in good
standing  in  each  jurisdiction  in  which  the failure to qualify would have a
material  adverse  effect on the business, properties or condition (financial or
otherwise)  of  Bluestar.  Bluestar  does not have any subsidiaries or any other
investments or ownership interest in any corporation, partnership, joint venture
or other business enterprise.  The authorized capital stock of Bluestar consists
of 20,000,000 shares of common stock, $.001 par value, of which 9,650,000 shares
are  validly  issued and outstanding.  All of such issued and outstanding shares
of  Bluestar  Stock  have  been duly authorized and validly issued and are fully
paid  and  non-assessable.  None  of  the shares were issued in violation of any
preemptive  rights.  There  are  no  existing warrants, options, rights of first
refusal,  conversion  rights,  calls,  commitments  or  other  agreements of any
character  pursuant to which Bluestar is or may become obligated to issue any of
its stock or securities.  Bluestar has no obligation to repurchase, reacquire or
redeem  any  of  its  outstanding  capital  stock.

     Section  4.2     Financial  Information.   Bluestar  has delivered its most
                      ----------------------
current  financial  information  to  Taurus.   Such financial information are in
accordance  with  the  books  and  records  of  Bluestar  and fairly present the
financial  condition  of  Bluestar.  Except  as,  and to the extent reflected or
reserved  against  in the financial information, Bluestar, as of the date of the
financial  information,  has  no material liability or obligation of any nature,
whether  absolute,  accrued,  continued  or  otherwise,  not  fully reflected or
reserved  against  in  the  financial information. As of the Closing Date, there
will  not  have  been  any  adverse  change  in the financial condition or other
operations,  business,  properties  or assets of Bluestar other than liabilities
incurred  in the ordinary course of business in which, in the aggregate, are not
in  excess  of  $100,000 from that reflected in the latest financial information
Bluestar  furnished  to  Taurus  pursuant  hereto.

     Section  4.3     Litigation.  There  are  no actions, suits or proceedings,
                      ----------
formal  or  informal,  pending  or,  to  the best knowledge of the Stockholder's
threatened  against  Bluestar, nor is Bluestar subject to any order, judgment or
decree, except in all cases, whether known or unknown, for matters which, in the
aggregate,  would  not  result  in  a  loss  to  Bluestar in excess of $100,000.

     Section 4.4     Taxes.  Bluestar has filed all federal, state, county, city
                     -----
and all other local income tax returns and property tax bills and reports due or
required  to  be filed, and has paid all


                                        5
<PAGE>
taxes, interest payments and penalties, if any, required to be paid with respect
thereto.  Bluestar  has  made  adequate  provision  for the payment of all taxes
accruable  for  all  periods  ending on or before the Closing Date to any taxing
authority  and  is  not  delinquent  in  the  payment  of  any  material  tax or
governmental  charge  of  any  nature.

     Section  4.5     Compliance with Laws.  Bluestar is, and at all times prior
                      --------------------
to  the  date  hereof  has  been, to the best of the Stockholder's knowledge, in
compliance with all statutes, orders, rules, and regulations applicable to it or
to  the  ownership  of  its  assets or the operation of its business, except for
failures  to  be  in compliance that would not have a material adverse effect on
the  business,  properties,  condition  (financial or otherwise) or prospects of
Bluestar,  and Bluestar has no basis to expect to receive, and has not received,
any  order  or  notice  of  any such violation or claim of violation of any such
statute,  order,  rule,  ordinance  or  regulation.

     Section  4.6     Books  and  Records.  The  books of account, minute books,
                      -------------------
stock  record  books  and other records of Bluestar, all of which have been made
available to Taurus, are accurate and complete in all material respects and have
been  maintained  in  accordance  with  sound  business  practices.

     Section 4.7     Title to Properties; Encumbrances.  Bluestar has good title
                     ---------------------------------
to all of its properties and assets, real and personal, tangible and intangible,
that  are  material  to  the  condition  (financial  or  otherwise),  business,
operations  or  prospects  of Bluestar, free and clear of all mortgages, claims,
liens,  security interests, charges, leases, encumbrances and other restrictions
of any kind and nature, except (i)  as disclosed in the financial information of
Bluestar,  (ii)  statutory  liens  not  yet  delinquent,  and  (iii)  such liens
consisting  of  zoning  or  planning  restrictions,  imperfections  of  title,
easements,  pledges,  charges  and  encumbrances,  if  any, as do not materially
detract  from  the  value  or  materially  interfere with the present use of the
property  or  assets  subject  thereto  or  affected  thereby.

     Section 4.8     Disclosure.  To the best of the Stockholder's knowledge, no
                     ----------
representation  or  warranty  of  the  Stockholder  contained  in this Agreement
(including  the  exhibits and schedules hereto) contains any untrue statement or
omits  to  state  a  material  fact  necessary  in  order to make the statements
contained herein or therein, in light of the circumstances under which they were
made,  not  misleading.

     Section  4.9     Insurance.  Bluestar  maintains  adequate  insurance  with
                      ---------
respect  to  their respective businesses and are in compliance with all material
requirements  and  provisions  thereof.

     Section  4.10     Material  Agreements;  Action.  There  are  no  material
                       -----------------------------
contracts,  agreements,  commitments,  understandings  or proposed transactions,
whether  written  or  oral, to which Bluestar is a party or by which it is bound
that  involve  or  relate  to:  (i) any of their respective officers, directors,
stockholders  or  partners or any Affiliate thereof; (ii) the sale of any of the
assets  of  Bluestar  other  than  in  the  ordinary  course  of business; (iii)
covenants of Bluestar  not to compete in any line of business or with any person
in  any  geographical  area or covenants of any other person not to compete with
Bluestar  in  any  line  of  business  or  in  any  geographical  area; (iv) the
acquisition  by  Bluestar  of


                                        6
<PAGE>
any  operating  business  or  the  capital  stock  of  any other Person; (v) the
borrowing  of  money  or  (vi)  the  expenditure  of  more  than $100,000 in the
aggregate  or  the  performance by Bluestar extending for a period more than one
year  from  the  date  hereof,  other  than  in the ordinary course of business.

     Section  4.11     Employee  Benefit Plans.   Bluestar is not a party to any
                       -----------------------
employee  benefit  plan.

     Section  4.12     No  Pending  Transactions.  Except  for  the transactions
                       -------------------------
contemplated  by  this Agreement,  Bluestar is not a party to or bound by or the
subject of any agreement, undertaking, commitment or discussions or negotiations
with  any  person  that  could  result in (i) the sale, merger, consolidation or
recapitalization  of  Bluestar, (ii) the sale of all or substantially all of the
assets  of  Bluestar,  or (iii) a change of control of more than five percent of
the  outstanding  capital  stock  of  Bluestar.

     Section  4.13     No  Undisclosed  Liabilities.  To  the  best  of  the
                       ----------------------------
Stockholder's  knowledge, Bluestar has no obligation or liability (contingent or
otherwise)  that  would be required to be reflected in the financial information
of  Bluestar  in  accordance  with  GAAP  except  as  is reflected in Bluestar's
financial  information  as  given  to  Taurus.

     Section  4.14     Indemnification  by  the  Stockholder.  The  Stockholder
                       --------------------------------------
agrees and recognizes that the Exchange being conducted with Taurus is based, to
a material degree, upon the representations and warranties of the Stockholder as
set  forth  and  contained herein and the Stockholder hereby agrees to indemnify
and  hold  harmless  Taurus  against  all damages, costs, or expenses (including
reasonable  attorney's fees) arising as a result of any breach of representation
or  warranty  or  omission  made  herein  by  the  Stockholder.

     If  any  action is brought against Taurus in respect of which indemnity may
be  sought  against  the Stockholder pursuant to the foregoing paragraph, Taurus
shall  promptly  notify  the  Stockholder  in writing of the institution of such
action  (but the omission to so notify the Stockholder shall not relieve it from
any liability that it may have to Taurus except to the extent the Stockholder is
materially  prejudiced  or  otherwise  forfeit substantive rights or defenses by
reason  of  such  failure), and the Stockholder shall assume the defense of such
action,  including  the employment of counsel to be chosen by the Stockholder to
be reasonably satisfactory to Taurus, and payment of expenses. Taurus shall have
the  right  to employ the Stockholder or their own counsel in any such case, but
the  fees  and  expenses  of such counsel shall be at Taurus expense, unless the
employment  of  such  counsel  shall  have  been  authorized  in  writing by the
Stockholder  in  connection  with the defense of such action, or the Stockholder
shall not have employed counsel to take charge of the defense of such action, or
counsel  employed  by  the  Stockholder  shall  not be diligently defending such
action,  or  Taurus  shall  have reasonably concluded that there may be defenses
available to it which are different from or additional to those available to the
Stockholder,  or  that  representation  of  Taurus  by the same counsel would be
inappropriate  under  applicable standards of professional conduct due to actual
or  potential  differing  interests  between them (in which case the Stockholder
shall  not  have  the  right  to  direct the defense of such action on behalf of
Taurus),  in  any  of  which  event such fees and expenses shall be borne by the
Stockholder.  Anything  in  this  paragraph to the contrary notwithstanding, the
Stockholder  shall not be liable for any settlement of, or any expenses incurred
with  respect  to,  any


                                        7
<PAGE>
such  claim  or action effected without the Stockholder's written consent, which
consent  shall  not be unreasonably withheld. The Stockholder shall not, without
the  prior  written consent of Taurus effect any settlement of any proceeding in
respect  of  which  Taurus  is  a  party and indemnity has been sought hereunder
unless  such  settlement  includes  an  unconditional release of Taurus from all
liability  on  claims  that  are  the  subject  matter  of  such  proceeding.


                                    ARTICLE V
                    REPRESENTATIONS AND WARRANTIES OF TAURUS

     Taurus  hereby  represents  and  warrant  to  the  Stockholder  as follows:

     Section  5.1     Organization  and Capitalization.  Taurus is a corporation
                      --------------------------------
duly  organized,  validly  existing  and  in good standing under the laws of the
State  of Colorado, with full power and authority and all necessary governmental
and  regulatory  licenses, permits and authorizations to carry on the businesses
in  which  it  is engaged, to own the properties that it owns currently and will
own at the Closing, and to perform its obligations under this Agreement.  Taurus
is  qualified  as  a  foreign  corporation  and  is  in  good  standing  in each
jurisdiction  in  which  the  failure  to  qualify would have a material adverse
effect  on  the  business,  properties  or condition (financial or otherwise) of
Taurus.  Taurus  does  not  have  any  subsidiaries  or any other investments or
ownership  interest  in  any  corporation,  partnership,  joint venture or other
business  enterprise,  except  as set forth in Exhibit 5.2. Immediately prior to
the  Closing  Date  the  authorized  capital  stock  of  Taurus  consists of (i)
20,000,000  shares of common stock, $.01 par value of which 4,002,006 shares are
validly  issued  and  outstanding, and (ii) 10,000,000 shares of preferred stock
$.001  par  value, none of which are issued and outstanding.  All of such issued
and outstanding shares of Taurus Stock have been and all of the shares of Taurus
Stock  to  be issued hereby will be, at the Closing, duly authorized and validly
issued  and  are and will be at the Closing fully paid and non-assessable.  None
of  the  shares that were issued and none of the shares to be issued hereby will
be  in  violation  of  any  preemptive  rights.  Taurus  has  no  obligation  to
repurchase,  reacquire  or  redeem  any  of  its  outstanding  capital  stock.

     Section  5.2     Subsidiaries.  Schedule  5.2  sets  forth  a  complete and
                      ------------
accurate  list  of  all  Subsidiaries of Taurus.  All of the outstanding capital
stock  of,  or other ownership interests in, each Subsidiary is owned by Taurus,
directly  or  indirectly,  free and clear of any lien or any other limitation or
limitation  or  restriction  (including restrictions on the right to vote).  All
outstanding  shares  of  the  capital  stock  of  any  Subsidiary have been duly
authorized and validly issued and are fully paid and non-assessable and are free
of any preemptive rights.  There are no outstanding securities of any Subsidiary
convertible into or evidencing the right to purchase or subscribe for any shares
of  capital  stock  of  any  Subsidiary,  there are no outstanding or authorized
options,  warrants,  calls,  subscriptions,  rights,  commitments  or  any other
agreements of any character obligating any Subsidiary to issue any shares of its
capital  stock  or  any  securities  convertible into or evidencing the right to
purchase  or subscribe for any shares of such stock, and there are no agreements
or  understandings with respect to the voting, sale, transfer or registration of
any  shares  of  capital  stock  of  any  Subsidiary.


                                        8
<PAGE>
     Section  5.3     Authorization.  All corporate action on the part of Taurus
                      -------------
necessary  for  the  authorization,  execution, delivery and performance of this
Agreement  by  Taurus  has  been  taken  or  will be taken prior to the Closing.
Taurus  has  the requisite corporate power and authority to execute, deliver and
perform  this Agreement.  This Agreement has been duly executed and delivered by
Taurus,  and  constitutes  a valid and binding obligation of Taurus, enforceable
against  Taurus in accordance with its terms, subject to bankruptcy, insolvency,
reorganization,  and  other laws of general application relating to or affecting
creditors'  rights  and  to  general  equitable  principles.

     Section  5.4     Litigation.  Except as set forth in Exhibit 5.4, there are
                      ----------
no claims, actions, suits or proceedings, formal or informal, pending or, to the
best  knowledge  of  Taurus, threatened against Taurus, nor is Taurus subject to
any  order,  judgment or decree, except in either case for matters which, in the
aggregate,  would  not  result  in  a  loss  to  Taurus  in  excess of $100,000.

     Section  5.5     SEC  Reports.  During  the  last twelve months, Taurus has
                      ------------
filed with the SEC all of the reports required to be filed with the SEC pursuant
to Section 15(d) of the Securities Exchange Act of 1934, as amended, through the
filing  of  its  Form 10-KSB for the fiscal year ended September 30, 2002, which
the  Stockholders acknowledge receipt thereof.  To the best of Taurus knowledge,
as  of  their  respective  dates,  the  SEC  Filings  did not contain any untrue
statement  of  a  material  fact or omit to state a material fact required to be
stated  therein  or  necessary  to  make the statements therein, in light of the
circumstances  under  which  they  were  made,  not  misleading.

     Section  5.6     Taxes.   Taurus  has filed all federal, state or local tax
                      -----
returns and reports due or required to be filed and has paid all taxes, interest
payments  and  penalties,  if any, required to be paid with respect thereto, and
has  made  adequate  provision  for  the  payment of all taxes accruable for all
periods  ending on or before the Closing Date to any taxing authority and is not
delinquent  in  the  payment  of  any material tax or governmental charge of any
nature.

     Section  5.7     Financial Information.   Taurus has delivered to the s the
                      ---------------------
audited  balance  sheet  of  Taurus  as of September 30, 2002, together with the
related  statements of income, changes in shareholder's equity and cash flow for
the  years  then  ended,  including  the related notes, all certified by Whitney
Penn,  P.C.,  certified  public  accountants  ( the "Financial Statements). Such
Financial  Statements,  including  the related notes, are in accordance with the
books  and records of Taurus and fairly present the financial position of Taurus
and  the results of operations and changes in financial position of Taurus as of
the  dates  and  for  the  periods  indicated,  in  each case in conformity with
generally  accepted accounting principles applied on a consistent basis.  Except
as, and to the extent reflected or reserved against in the Financial Statements,
Taurus  as  of the date of the financial statements has no material liability or
obligation of any nature, whether absolute, accrued, continued or otherwise, not
fully  reflected  or  reserved  against  in  the Financial Statements. As of the
Closing  Date,  there  will  not  have  been any adverse change in the financial
condition  or  other  operations,  business,  properties  or assets of Taurus in
excess  of  $100,000  from  that reflected in the latest financial statements of
Taurus  furnished  to  the  Stockholder  pursuant  hereto.

     Section 5.8     Compliance with Laws.  Taurus is, and at all times prior to
                     --------------------
the  date  hereof has been, to the best of its knowledge, in compliance with all
statutes,  orders,  rules, ordinances and


                                        9
<PAGE>
regulations  applicable to it or to the ownership of its assets or the operation
of its businesses, except for failures to be in compliance that would not have a
material  adverse  effect  on  the business, properties, condition (financial or
otherwise)  or  prospects  of  Taurus and Taurus has no basis to expect, nor has
received, any order or notice of any such violation or claim of violation of any
such  statute,  order,  rule,  ordinance  or  regulation.

     Section  5.9     Title  to  Properties;  Encumbrances.  Taurus has good and
                      ------------------------------------
marketable  title  to  all  of  its  properties  and  assets, real and personal,
tangible  and  intangible,  that  are  material  to  the condition (financial or

otherwise),  business,  operations or prospects of Taurus, free and clear of all
mortgages,  claims, liens, security interests, charges, leases, encumbrances and
other  restrictions  of  any  kind  and  nature, except (i)  as disclosed in the
Financial  Statements  of  Taurus,  (ii) statutory liens not yet delinquent, and
(iii) such liens consisting of zoning or planning restrictions, imperfections of
title,  easements,  pledges,  charges  and  encumbrances,  if  any,  as  do  not
materially  detract  from the value or materially interfere with the present use
of  the  property  or  assets  subject  thereto  or  affected  thereby.

     Section  5.10     Disclosure.  To  the  best  of  Taurus  knowledge,  no
                       ----------
representation  or warranty of Taurus contained in this Agreement (including the
exhibits  and schedules hereto) contains any untrue statement of a material fact
or  omits  to  state  a  material fact necessary in order to make the statements
contained herein or therein, in light of the circumstances under which they were
made,  not  misleading.

     Section  5.11     No  Default.  The  execution, delivery and performance of
                       -----------
this Agreement by Taurus does not and will not constitute a violation or default
under  or  conflict with any contract, agreement, understanding or commitment to
which  it is a party or by which it is bound or the Certificate of Incorporation
or  Bylaws  of  Taurus  or  any  statute,  regulation, law, ordinance, judgment,
decree,  writ,  injunction,  order  or  ruling  of  any  government  entity.

     Section  5.12     Pending  Claims.  There  is  no  claim,  suit,  action or
                       ---------------
proceeding,  whether  judicial,  administrative or otherwise, pending or, to the
best  of  Taurus's  knowledge,  threatened  that  would preclude or restrict the
transfer  to  the  s of the Taurus Stock or the performance of this Agreement by
Taurus.

     Section  5.13     Insurance.  Taurus and its Subsidiaries maintain adequate
                       ---------
insurance with respect to their respective businesses and are in compliance with
all  material  requirements  and  provisions  thereof.

     Section  5.14     Employee  Benefit  Plans.   Taurus  is not a party to any
                       ------------------------
employee  benefit  plan.

     Section  5.15     No  Pending  Transactions.  Except  for  the transactions
                       -------------------------
contemplated  by this Agreement, neither Taurus nor any Subsidiary is a party to
or  bound  by  or  the  subject  of  any  agreement,  undertaking, commitment or
discussions  or  negotiations with any person that could result in (i) the sale,
merger, consolidation or recapitalization of Taurus or any  Subsidiary, (ii) the
sale  of


                                       10
<PAGE>
all  or  substantially all of the assets of Taurus or any Subsidiary, or (iii) a
change  of control of more than five percent of the outstanding capital stock of
Taurus  or  any  Subsidiary.

     Section 5.16     No Undisclosed Liabilities.  to the best of its knowledge,
                      --------------------------
neither Taurus nor or any Subsidiary has any obligation or liability (contingent
or otherwise) that would be required to be reflected in the financial statements
of  the  Company  in  accordance with GAAP except as reflected in Taurus Balance
Sheet.

     Section  5.17     Indemnification  by  Taurus  Taurus  recognizes  that the
                       ---------------------------
Exchange  being  conducted  with the Stockholder is based, to a material degree,
upon  the  representations  and  warranties of Taurus as set forth and contained
herein  and  Taurus hereby agrees to indemnify and hold harmless the Stockholder
against  all  damages, costs, or expenses (including reasonable attorney's fees)
arising as a result of any breach of representation or warranty or omission made
herein  by  Taurus.

     If any action is brought against Taurus, the Stockholder ( the "Indemnified
Parties") in respect of which indemnity may be sought against Taurus pursuant to
the foregoing paragraph, the Indemnified Parties shall promptly notify Taurus in
writing  of the institution of such action (but the omission to so notify Taurus
shall  not  relieve  it  from any liability that it may have to such Indemnified
Parties  except  to  the  extent  Taurus  is  materially prejudiced or otherwise
forfeits  substantive  rights or defenses by reason of such failure), and Taurus
shall  assume the defense of such action, including the employment of counsel to
be  chosen  by  Taurus to be reasonably satisfactory to the Indemnified Parties,
and payment of expenses.  The Indemnified Parties shall have the right to employ
Taurus  or their own counsel in any such case, but the fees and expenses of such
counsel  shall  be  at the Indemnified Party's expense, unless the employment of
such  counsel shall have been authorized in writing by Taurus in connection with
the  defense  of  such action, or Taurus shall not have employed counsel to take
charge of the defense of such action, or counsel employed by Taurus shall not be
diligently  defending  such  action,  or  the  Indemnified  Parties  shall  have
reasonably  concluded  that  there  may  be  defenses  available to it which are
different  from  or  additional  to  those  available  to  Taurus,  or  that
representation of such Indemnified Party and Taurus by the same counsel would be
inappropriate  under  applicable standards of professional conduct due to actual
or  potential  differing  interests between them (in which case Taurus shall not
have the right to direct the defense of such action on behalf of the Indemnified
Parties),  in  any  of  which  event  such fees and expenses shall been borne by
Taurus.  Anything  in  this  paragraph  to  the contrary notwithstanding, Taurus
shall not be liable for any settlement of, or any expenses incurred with respect
to,  any  such  claim  or  action effected without Taurus written consent, which
consent shall not be unreasonably withheld.  Taurus shall not, without the prior
written  consent  of  the  Indemnified  Parties  effect  any  settlement  of any
proceeding  in respect of which any Indemnified Parties is a party and indemnity
has  been  sought  hereunder  unless  such  settlement includes an unconditional
release  of  such  Indemnified Parties from all liability on claims that are the
subject  matter  of  such  proceeding.

     Section  5.18     No  Brokerage  Commission.  No broker or finder has acted
                       -------------------------
for  Taurus  in  connection with this Agreement or the transactions contemplated
hereby,  and  no  person  is  entitled  to  any  brokerage  or  finder's  fee or
compensation  in respect thereof based in any way on agreements,
                                       11
<PAGE>
arrangements  or  understandings  made  by  or  on  behalf  of  Taurus.

                                   ARTICLE VI
                                CLOSING; DELIVERY

     Section  6.1(a)     Closing  Documents of the Stockholder.  The obligations
                         -------------------------------------
of  Taurus  to  effect  the  transactions contemplated hereby are subject to the
delivery  by  the  Stockholder  at  Closing  of each of the following documents:

     (i)  The Stockholder shall have delivered certificates evidencing their
          Bluestar Common Stock duly endorsed for transfer by the Stockholder to
          Taurus as contemplated by this Agreement.

     Section  6.1(b)     Closing  Documents  of  Taurus.  The obligations of the
                         ------------------------------
Stockholder to effect the transactions contemplated hereby are subject to Taurus
delivering  either:  (i)  certificates  evidencing  Taurus  Common  Stock,  duly
executed  for  issuance  by  Taurus  to  the Stockholder as contemplated by this
Agreement  or  (ii)  letters  of  instructions from a duly authorized officer of
Taurus  to Taurus's transfer agent, instructing the transfer agent to duly issue
stock  certificates  evidencing  the  shares  of  Common  Stock of Taurus to the
Stockholders,  all  as  contemplated  by  this  Agreement, in form and substance
satisfactory  to  counsel  for  the  Stockholder.

     Section  6.1  (c)     Conditions  to  the  Obligations  of  Taurus  and the
                           -----------------------------------------------------
Stockholder.  The  obligations  of  Taurus  and  the  Stockholder  to effect the
-----------
transactions contemplated hereby are further subject to the following condition:

     (i)  The  Board  of  Directors of Taurus shall have approved and authorized
          the  transactions  contemplated  herein.

     (ii) No  action,  suit  or  proceeding  by  or  before  any  court  or  any
          governmental  or  regulatory  authority  shall  have been commenced or
          threatened,  and  no  investigation  by any governmental or regulatory
          authority  shall  have  been  commenced  or  threatened,  seeking  to
          restrain, prevent or challenge the transactions contemplated hereby or
          seeking  judgments  against  Bluestar,  Taurus  or  the  Stockholders.

                                  ARTICLE VII
                                  MISCELLANEOUS

     Section  7.1     Notices.   All  notices  and other communications provided
                      -------
for  herein  shall  be in writing and shall be deemed to have been duly given if
delivered  personally  or  sent  by registered or certified mail, return receipt
requested,  postage  prepaid,  or  overnight  air  courier guaranteeing next day
delivery:


                                       12
<PAGE>
          (a)  If to Taurus:

               Taurus Entertainment Companies, Inc.
               505 North Belt, Suite 630
               Houston, Texas 77057


(b) If to the Stockholder, to:

     The  addresses  listed  on  Exhibit  "A",  attached  hereto.

     All  notices and communications shall be deemed to have been duly given: at
the  time  delivered  by  hand,  if personally delivered; three days after being
deposited  in  the  mail,  postage  prepaid, sent certified mail, return receipt
requested,  if mailed; and the next day after timely delivery to the courier, if
sent  by  overnight  air  courier  guaranteeing  next  day  delivery.

     If  a notice or communication is mailed in the manner provided above within
the time prescribed, it is duly given, whether or not the addressee receives it.

     Section  7.2     Assignment.  Neither this Agreement nor any of the rights,
                      ----------
interests  or  obligations  hereunder  shall  be  assigned by any of the parties
without  the  prior written consent of the other parties, which consent will not
be  unreasonably  withheld.  This  Agreement  will be binding upon, inure to the
benefit  of  and  be  enforceable  by  the  parties  and their respective heirs,
personal  representatives,  successors  and  assigns.

     Section  7.3     Counterparts  and  Facsimiles.  This  Agreement  may  be
                      -----------------------------
executed  in  multiple  counterparts  and in any number of counterparts, each of
which  shall  be  deemed  an  original  but  all  of  which taken together shall
constitute  and  be  deemed  to be one and the same instrument and each of which
shall  be  considered  and  deemed an original for all purposes.  This Agreement
shall  be effective with the facsimile signature of any of the parties set forth
below  and  the facsimile signature shall be deemed as an original signature for
all  purposes and the Agreement shall be deemed as an original for all purposes.

     Section  7.4     Section  Headings.  The section headings contained in this
                      -----------------
Agreement  are for convenient reference only and shall not in any way affect the
meaning  or  interpretation  of  this  Agreement.

     Section  7.5     Entire  Agreement.  This  Agreement,  the  documents to be
                      -----------------
executed hereunder and the exhibits and schedules attached hereto constitute the
entire  agreement  among  the  parties  hereto  pertaining to the subject matter
hereof  and  supersede  all  prior  agreements, understandings, negotiations and
discussions,  whether  oral or written, of the parties pertaining to the subject
matter  hereof, and there are no warranties, representations or other agreements
among  the  parties  in  connection  with  the  subject  matter hereof except as
specifically  set  forth  herein  or in documents delivered pursuant hereto.  No
supplement,  amendment,  alteration, modification, waiver or


                                       13
<PAGE>
termination of this Agreement shall be binding unless executed in writing by the
parties  hereto. All of the exhibits and schedules referred to in this Agreement
are  hereby  incorporated into this Agreement by reference and constitute a part
of  this  Agreement.

     Section  7.6     Validity.  The  invalidity  or  unenforceability  of  any
                      --------
provision  of  this Agreement shall not affect the validity or enforceability of
any  other  provisions  of  this Agreement, which shall remain in full force and
effect.

     Section  7.7     Survival.  The  respective  representations,  warranties,
                      --------
covenants  and  agreements set forth in this Agreement shall survive the Closing
for  a  period  of  one  year  from  the  execution  hereof.

     Section  7.8     Public Announcements.  The parties hereto agree that prior
                      --------------------
to  making any public announcement or statement with respect to the transactions
contemplated  by  this  Agreement,  the  party  desiring  to  make  such  public
announcement  or  statement  shall  consult  with  the  other parties hereto and
exercise  their  best  efforts  to  (i)  agree  upon  the text of a joint public
announcement  or  statement  to  be  made  by all of such parties or (ii) obtain
approval  of  the  other  parties hereto to the text of a public announcement or
statement  to  be  made  solely  by  the  party  desiring  to  make  such public
announcement;  provided, however, that if any party hereto is required by law to
make  such public announcement or statement, then such announcement or statement
may  be  made  without  the  approval  of  the  other  parties.

     Section 7.9     Gender.  All personal pronouns used in this Agreement shall
                     ------
include  the  other  genders,  whether used in the masculine, feminine or neuter
gender,  and  the  singular  shall  include the plural, and vice versa, whenever
appropriate.

     Section 7.10     Choice  of Law.  This Agreement shall be governed by,  and
                      --------------
construed  in accordance with, the laws of the State of Texas, without regard to
principles  of  conflict  of  laws.

     Section 7.11     Costs and Expenses.  Taurus and the Stockholder shall each
                      ------------------
pay their own respective fees and disbursements incurred in connection with this
Agreement.


                       [[[SIGNATURES ON FOLLOWING PAGE]]]


                                       14
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto  have  executed  or caused this
Agreement  to  be executed effective as of the day and year first above written.


                         TAURUS  ENTERTAINMENT  COMPANIES,  INC.

                                 By:  /s/  Eric  Langan
                                    ---------------------------------
                                  Eric  Langan,  President


                                 STOCKHOLDER:

                                  /s/  Alfred  Oglesby
                                  -----------------------------------
                                  (Signature)
                                  Alfred  Oglesby


                                       15
<PAGE>

                                   Exhibit "A"


                     Number of Shares of Bluestar    Number of Shares of Taurus
Stockholder Name     to Deliver to Taurus            to Deliver to Stockholder

Alfred  Oglesby      9,650,000                       9,650,000
Address:
19901 Southwest Freeway
Sugar Land, Texas 77479


                                       16
<PAGE>