SECOND AMENDMENT TO
                        COMMERCIAL EARNEST MONEY CONTRACT



     This Second Amendment to Commercial Earnest Money Contract (this
"Amendment") is made and entered into as of November 5, 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, as amended by Amendment to Commercial
     Earnest  Money  Contract entered into as of June 18, 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 closing of the sale shall be on or before December 6, 2004.
     (Lender can actually close week of 11/23 or 11/29 if their underwriter
     accepts recent appraisal)
     (Lender's funding commitment letter available on request)

2.   As consideration for the extended closing date, Buyer, without further
     written notice, herein directs Stewart Title Company to release to Seller
     the total of Fifteen Thousand Dollars ($15,000.00) earnest money deposit to
     be credited to the sale. Except in the event of default by Seller, the
     herein referenced earnest money shall be non-refundable in all respects.

3.   As further consideration for the extended closing date, Buyer shall, on or
     before 5:00 pm, Wednesday, November 10, 2004, deliver to seller ("Sterling
     LLP" at 1600 Airport Freeway, Suite 370, Bedford, Texas 76022) the sum of
     $10,000.00 as additional earnest, for a total of $25,000 with paragraph two
     (2). This 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.

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

5.   As per paragraph twenty (20) of the original contract, and by this
     amendment, the buyer, Dan Vogler also assigns the above purchase contract
     to SAGA Building LLP, with David Mustelier, LLC's a Principal & General
     Partner, and the Vogler Trust as limited partner, in a 50/50% partnership.
     David Mustelier, serves as backer, covering the cash down payment and other
     closing cost, and guaranteeing the principal note. Henceforth, for purposes
     of this real estate purchase and closing, SAGA Building, LLP shall be the
     buyer, note maker, and the named entity on the deed of trust. (The General
     Partner, David Mustelier is at 510.551.8165)

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6.   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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