COMMERCIAL EARNEST MONEY CONTRACT

     THIS CONTRACT OF SALE is made by and between STERLING EQUITY HOLDINGS, INC.
Nevada Corporation, hereafter referred to as "Seller" and DAN VOGLER, hereafter
referred to as "Buyer" upon, the terms, provisions and conditions set forth
herein.

1.   PURCHASE AND SALE. Seller agrees to sell convey to Buyer and Buyer agrees
     to buy from Seller the following property situated in Travis County, Texas.

2.   PROPERTY. LEGAL DESCRIPTION; Approximately 1.14 acres of land being two (2)
     tracts described as .558 acres and .584 acres out of the Isaac Decker
     League, Abstract No. 8, Survey No. 20, Austin, Texas, more particularly
     described on Exhibit "A" attached hereto for all purposes, together with
     all and singular the rights and appurtenances pertaining to the Property,
     including any commitments for utility services, development entitlements or
     approval and the right, title, and interest of Seller in and to adjacent
     streets, alleys or right of way. All of such real property, rights, and
     appurtenances being hereinafter referred to as the "Property", together
     with all buildings, improvements, fixtures, and personal property situated
     on and attached to the Property.

3.   CONTRACT SALES PRICE

     a.   Cash down payment payable at closing
          (including earnest money)                   $ 1,290,000.00
     b.   Sum of all notes described in Paragraph
          4 below                                     $         0.00
     c.   Other                                       $         0.00
     d.   Sales Price (Sum of A, B, and C)            $ 1,290,000.00

4.   FINANCING CONDITIONS. (not applicable)

5.   EARNEST MONEY.

     a.   $10,000.00 is herewith tendered and is to be deposited as Earnest
          Money with Stewart Title of Austin, 336 South Congress Avenue, Austin,
          Texas 78704; Attn: Ms. Carolyn Stegall; (512) 472-9231, FAX (512)
          472-3101, as Escrow Agent. In additional, should the Buyer decide to
          go forward with this transaction at the end of the specified 60-day
          feasibility period, then Buyer agrees to deposit an additional
          $5,000.00 in Earnest Money with said title company. Earnest Money
          shall be deposited with Stewart Title Company at the expiration of the
          Buyer's feasibility period. Earnest Money is deposited with the Escrow
          Agent with the understanding that Escrow Agent (i) does not assume or
          have any liability for performance or nonperformance of any party (ii)
          has the right to require the receipt, release and authorization in
          writing of all parties before paying the deposit to any party and
          (iii) is not liable for interest or other charge on the funds held. If
          any party unreasonably fails to agree in writing to an appropriate
          release of Earnest Money, then such party shall be liable to the other
          parties to the extent provided in Paragraph 14. At closing, Earnest
          Money shall be applied to any cash down payment required, next to
          Buyer's closing costs and any excess refunded to Buyer. Before Buyer
          shall be entitled to refund of Earnest Money, any actual expenses
          incurred or paid on Buyer's behalf shall be deducted therefrom and
          paid to the creditors entitled hereto.

     b.   [X] Yes [ ] No. The parties herein agree that the Earnest Money shall
          be deposited in an account at an institution of Buyer's choice bearing
          interest at the highest obtainable rate and the interest shall be
          credited to Buyer.

6.   PROPERTY CONDITION/INVESTIGATION
[ ] a. Buyer accepts the Property in "as is" condition.
[ ] b. Buyer accepts the Property in "as is" condition subject to provisions
       described in Paragraph (24A.), herein.

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7.   SURVEY AND TITLE BINDER.
     a.   Survey
          [ ] 1. No survey is required.
          [X]  2. Seller shall furnish to Buyer within ten (10) days from the
               effective date of this Contract, Seller's existing preliminary
               subdivision plat, site plan, and surveys of the Property in
               Seller's possession.
          [X]  3. Prior to Closing, Seller at Seller's expense shall deliver or
               cause to be delivered to Buyer and Title Company a copy of a
               current and customary land title survey ("Survey") of the
               Property made by a duly licensed surveyor reasonably acceptable
               to Buyer and in a form acceptable to Buyer and the Title Company
               issuing the title commitment and Owner's Policy of Title
               Insurance required herein. The Survey shall show acreage or
               square feet, access to the Property, the location of all
               improvements, rights of way, easements, encroachments, streets,
               roads, water courses, or fences on or adjacent to the Property,
               if any.
           [ ] i) If the price of the Property, pursuant to Paragraph 3, is
               based upon price per acre, then the Survey shall reflect the
               total acreage.
           [ ] ii) If the price of the Property, pursuant to Paragraph 3, is
               based upon price per square foot, then the Survey shall reflect
               the total square footage.

     b.   Within twenty (20) days after the date of this Contract, Seller shall,
          at Seller's expense, deliver or cause to the delivered to Buyer:

          (1)  A title commitment ("Title Binder") covering the Property binding
               the Title Company to issue a Texas Owner's Policy of Title
               Insurance on the standard form of policy prescribed by the Texas
               State Board of Insurance at the closing in the full amount of the
               purchase price; and
          (2)  True, correct, and legible copies of any and all instruments
               referred to in the Title Binder as constituting exceptions or
               restrictions upon the title of Seller.
          (3)  A U.C.C. lien search, if applicable.

8.   APPROVAL PERIOD AND TITLE.
     a.   Buyer shall have twenty (20) days after the receipt of both the Survey
          and Title Binder to review same and to deliver in writing to Seller
          such objections as Buyer may have to anything contained therein. Any
          such item to which Buyer shall not object shall be deemed to be
          accepted by Buyer. If there are objections by Buyer, Seller shall in
          good faith attempt to satisfy same prior to closing, but Seller shall
          not be required to incur any cost to do so. If title objections are
          disclosed, Seller shall have thirty (30) days to cure same. If Seller
          delivers written notice to Buyer on or before closing date that Seller
          is unable to satisfy such objections, or if, for any reason, Seller is
          unable to convey title in accordance with Section 8(B.) below, Buyer
          may either waive such objections and accept such title as Seller is
          able to convey or terminate this Contract by written notice to Seller
          and Earnest Money shall be refunded with no Broker's fee due. Zoning
          ordinances and a lien for current taxes shall not be valid objections
          to title.
     b.   Seller represents and warrants to Buyer that at the closing Seller
          will have and will convey to Buyer good and indefeasible title by
          Special Warranty Deed subject only to liens securing debt created,
          assumed or taken subject to as part of the consideration, taxes for
          the current year, and any other reservations, easements, discrepancies
          in boundaries, encroachments, restrictions or exceptions previously
          approved by Buyer in accordance with Paragraph 8(A.) Delivery of the
          Title Policy pursuant to Section 10 below shall be deemed to fulfill
          all duties of Seller as to the sufficiency of title required
          hereunder; provided however, Seller shall not thereby be released from
          the warranties of Seller's Deed.

9.   NOTICE TO BUYER. At the time of the execution of this Contract, Broker has
     advised and hereby advises Buyer, by this writing, that Buyer should be
     furnished with or obtain a policy of title insurance or if an abstract
     covering the Property is provided in Lieu thereof, Buyer should have said
     abstract examined by an attorney of Buyer's own selection.

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10.  CLOSING
     A. The closing of the sale (the "Closing Date") shall be on or before
thirty (30) days from expiration of Buyer's Feasibility and Inspection Period
described in Paragraph 24 (A.), herein, or ten (10) days after the issuance of a
certificate of occupancy by the City of Austin described in Paragraph 24(b.),
herein, whichever occurs later.
     B. At the closing, Seller shall deliver to Buyer: (i) a Special Warranty
Deed (with Vendor's Lien retained if not a cash purchase) conveying the
Property, subject only to liens securing debt created, assumed or existing as
part of the consideration, taxes for the current, and any other reservations or
exceptions previously approved by Buyer in accordance with Paragraph 8(A); (ii)
An Owner's Policy of Title Insurance (the "Title Policy") issued by Stewart
Title Company in full amount of the Sales Price, dated as of closing, insuring
Buyer's fee simple title to the Property to be good and indefeasible subject
only to those title exceptions permitted herein, or as may be approved by Buyer
in writing, and the standard printed exceptions contained in the usual form of
the Title Policy, provided however; (a) the exception as to area and boundaries
shall be in accordance with Paragraph 7(A)(3); (b) the exception as to
restrictive covenants shall be endorsed "None of Record"; (c) the exception as
to taxes shall be limited to taxes for the current year and subsequent years,
and subsequent assessments for prior years due to changes in land usage or
ownership; and (iii) Possession of the Property.
     C. At the closing, Buyer shall deliver to Seller (i) the cash portion of
the sales price (the Earnest Money being applied thereto) and (ii) each note
provided herein, if any, secured by Vendor's and Deed of Trust Liens.
     D. Unless otherwise provided herein, costs for the Survey, the Title
Policy, preparing Deed, tax certificates, and of escrow fee shall be Seller's
expense. All other costs and expenses incurred in connection with this contract
which are not recited herein to be the obligation of Seller, shall be the
obligation of Buyer. Unless otherwise paid, before Buyer shall be entitled to
refund of Earnest Money, any such cost and expense shall be deducted therefrom
and paid to the creditors entitled thereto.
     E. Rents and lease commissions, interest, insurance, utility charges,
personal property taxes and ad valorem taxes for the then current year shall be
prorated at the closing effective as of the date of closing. If for any reason
utility charges cannot be accurately determined at date of closing for proration
purposes, Buyer may postpone proration of utility charges until after closing
and at such time as a statement for utility charge is received. Changes
appearing on such statement shall then be prorated as of the date of demand. If
the closing shall occur before the tax rate is fixed for the then current year,
the apportionment of the taxes shall be upon the basis of the tax rate for the
preceding year applied to the latest assessed valuation but any difference in ad
valorem taxes for the year of sale actually paid by Buyer shall be adjusted
between the parties upon receipt of written evidence of the payment thereof. If
Seller has claimed the benefit of laws permitting a special use valuation for
the purposes of payment of ad valorem taxes on the Property, the Seller
represents that he was legally entitled to claim such benefits. If this sale or
Buyer's use of the property after closing results in the assessment of
additional taxes for prior years, such additional taxes shall be the obligation
of the Seller and Buyer, each bearing, fifty percent (50%) of such cost, and
such obligation shall survive closing.
     F. If Buyer is to assume an existing loan, Buyer shall pay any transfer fee
as provided in Paragraph 4. Buyer shall execute, at the option and expense of
Seller, a Deed of Trust to Secure Assumption with a Trustee named by Seller.
     G. If the Property is situated within a utility district subject to the
provisions of Section 50.301, Texas Water Code, then at or prior to the closing,
Seller agrees to give Buyer the written notice required said Section and Buyer
agrees to sign and acknowledge the notice to evidence receipt thereof.

11.  BROKER'S FEES:
     [X] A. Kennedy Wilson, Listing Broker and McAllister & Associates as Other
Broker (the "Brokers") have negotiated this sale and Seller agrees to pay the
Brokers in Travis County, Texas, on the consummation and funding of this sale a
total cash fee of six percent (6%) of the total Sales Price to be split equally
at the ratio of 50:50, which Escrow Agent shall pay from the sale proceeds.
McAllister & Associates has previously disclosed its agency as required by the
TRELA (Texas Real Estate License Act), thereby representing the Buyer in the
transaction contemplated herein.
     [ ] B. Seller agrees to pay Listing Broker the fee specified by separate
agreement between Listing Broker and Seller. Escrow Agent is authorized and
directed to pay Listing Broker said fee from the sale proceeds.

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12.  DEFUALT. If Buyer fails to comply herewith, Seller may terminate this
     Contract and receive the Earnest Money as liquidated damages, and Buyer
     shall reimburse the Seller for all amounts incurred by Seller to obtain
     from the City of Austin a Certificate of Occupancy for the space provided
     for in 24A. In this event, Buyer shall make payment to the seller within
     FIVE days. If Seller is unable without fault to deliver Title Policy or to
     make any non-casualty repairs required herein within the time herein
     specified, or after all reasonable efforts, Seller is unable without fault
     to obtain a City of Austin certificate of occupancy for general office use,
     Buyer may either terminate this Contract and receive the Earnest Money as
     the sole remedy, or extend the time upon to (30) days. In addition Seller's
     total cost obligations with regards to obtaining the certificate of
     occupancy shall not exceed $10,000; including but not limited to fees by
     the City of Austin, or fees for consultants, engineers and attorneys
     engaged to pursue this objective. If Seller fails to comply herewith for
     any other reason, Buyer may (I) terminate this contract and receive the
     Earnest Money, thereby releasing Seller from this contract or (II) enforce
     specific performance hereof.

13.  CONDEMNATION. If any part of the Property is condemned prior to Closing
     Date, Seller shall promptly give Buyer written notice of such condemnation
     and Buyer shall have the option of either applying the proceeds on a pro
     rata basis of any condemnation award to reduce the Sales Price provided
     herein or declare this contract terminated by delivering written notice of
     termination of Seller and Earnest Money shall be refunded to Buyer with no
     Broker's fee due.

14.  ATTORNEY'S FEES. Any signatory to this Contract who is the prevailing party
     in any legal proceeding against any other signatory brought under or with
     relation to this Contract or transaction shall be additionally entitled to
     recover court costs and reasonable attorney fees, and all other litigation
     expenses, including deposition costs, travel, and expert witness fees, from
     the non-prevailing party.

15.  REPRESENTATIONS. In addition to other representations made herein, Seller
     represents that unless securing payment of the Note, there will be no Title
     1 Liens, unrecorded liens or Uniform Commercial Code liens against any of
     the Property on Closing Date, that loan(s) will be without default, and
     reserve deposits will not be deficient. If any representation above is
     untrue this contract may be terminated by Buyer and the Earnest Money shall
     be refunded without delay. Representations shall survive closing.

16.  NOTICES. Any notice or communication required or permitted hereunder shall
     be deemed to be delivered, whether actually received or not, when deposited
     in the United Stated mail, postage fully prepaid, registered or certified
     mail, and addressed to the intended recipient at the address on the
     signature page of this contract. Any address for notice may be changed by
     written notice delivered as provided herein.

17.  INTEGRATION. This Contract contains the complete agreement between the
     parties and cannot be varied except by the written agreement of the
     parties. The parties agree that there are no oral agreements,
     understanding, representations or warranties which are not expressly set
     forth herein.

18.  BINDING EFFECT. This Contract shall be binding upon and insure to the
     benefit of the parties hereto and their respective heirs, executors,
     representatives, successors and assigns where permitted by this Contract.
     THE EFFECTIVE DATE OF THIS CONTRACT SHALL BE THE DATE UPON WHICH A FULLY
     EXECUTED COPY OF THIS CONTRACT IS RECEIPTED BY THE TITLE COMPANY.

19.  TERMINATION OF OFFER. Unless accepted by Seller, evidenced by Seller's
     signature hereto and delivered to Buyer by 5:00 o'clock P.M., the 24th day
     of February 2004, this offer to purchase shall be null and void and all
     parties hereto shall stand relieved and released of any and all liability
     or obligations hereunder and all Earnest Money shall be returned to Buyer.

20.  ASSIGNMENT.

[ ] a. Buyer may not assign this Contract.
[X] b. Buyer may assign this Contract and all rights hereunder to an entity of
       which it is a principal and shall be relieved of any future liability
       under this Contract provided the assignee shall assume in writing all
       obligations of Buyer hereunder.

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21.  TEXAS LAW TO APPLY. This agreement shall be construed under and in
     accordance with the laws of the State of Texas, and all obligations of the
     parties created hereunder are performable in Travis County, Texas.

22.  LEGAL CONSTRUCTION. In case of one or more of the provisions contained in
     this Contract shall for any reason be held to be invalid, illegal, or
     unenforceable in any respect, such invalidity, illegality, or
     unenforceability shall not effect any other provision hereof and this
     Contract shall be construed as if such invalid, illegal or unenforceable
     provision had never been contained herein.

23.  TIME. Time is of the essence.

24.  SPECIAL PROVISIONS. A Special Provisions Addendum is attached to this
     Contract and becomes a part of hereto by reference labeled as Exhibit "B".

25.  CONSULT YOUR ATTORNEY. This is intended to be a legally binding Contract.
     This Contract constitutes the entire agreement between the parties and
     their real estate agents, there being no oral agreement, representations,
     conditions, or warranties, express or implied, in addition to this
     Contract.

26.  PRINCIPAL DISCLOSURE.

[ ]  The Buyer of this Property is a licensed real estate agent and is acting
     as a principal in this transaction.
[ ]  The Seller of this Property is a licensed real estate agent and is acting
     as a principal in this transaction.

27.  LEASES. Buyer assumes all current tenant leases & contracts and income
     therein.

28.  ALLOWENCES. Seller will return from sale proceeds, the amount of $90,000.00
     to Falcon Real Estate Development Company / FREDCO, LLC, a business entity
     associated with the buyer, in order to cover repairs, maintenance,
     management and reserves related to the said property sale, making the
     effective sales price $1,200,000.00.

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SIGNATURE PAGE

     EXECUTED by SELLER on this the       day of                        2004
                                    -----        ----------------------

LISTING BROKER:                                  SELLER:

KENNEDY WILSON                                    STERLING EQUILTY HOLDINGS INC.
5929 Balcones Dr. Ste. 100   (512) 423-1999
Austin, Texas 78731          FAX: 459-9617        By:
                                                     ---------------------------
                                                     Thomas Matthews President
By:
   ------------------------------------           Address:
Lennard Coplin                                            ----------------------
                                                  Tel.
                                                      --------------------------
                                                  FAX
                                                      --------------------------

     EXECUTED by BUYER on this the       day of                         2004
                                    -----        ----------------------

OTHER BROKER:                                     BUYER:

McAllister&Associates                             DAN VOGLER
201 Barton Springs Road      (512) 472-2100
Austin, Texas 78704          FAX 472-2905         By:
                                                     ---------------------------
                                                  Address: P.O. BOX 3321,
                                                           AUSTIN, 78764
                                                  Tel.: (512) 462 - 9171
By:                                               FAX:  408-516-9157
   -----------------------------------

Receipt of $         Earnest Money is acknowledge in the form of
            ---------                                           ----------------

By                                , as Escrow Agent
   -------------------------------

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

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                                   EXHIBIT "B"

                           SPECIAL PROVISIONS ADDENDUM
                           ---------------------------

A.     FEASIBLITY and INSPECTION PERIOD. For a period of sixty (60) days from
the effective date herein (the "Feasibility and Inspection Period"), Buyer, its
agents and employees shall have the right to enter upon the Property, at such
time Seller permits, to conduct its due diligence and make inspections of the
Property as Buyer may desire, at Buyer's sole cost and expense including,
without limitation, if required by Buyer, an "environmental Phase 1" inspection,
other environmental tests, soils tests, to perform marketing and economic
feasibility studies, to obtain engineering reports, to inspect zoning,
subdivision and other applicable governmental restrictions and regulations, to
confirm the adequacy of utilities, to confirm the access to public roadway, to
determine whether or not the Property lies within a designated flood hazard
area, and to otherwise determine the suitability of the Property for Buyer's
intended use; provided, however, Buyer shall not permit any liens to attach to
the Property by reason of such due diligence and inspections or to interfere
with the rights of any party then in possession of the Property.  If, in the
sole discretion of Buyer, the property is not suitable for Buyer's intended use,
or necessary repairs are deemed excessive by buyer, then buyer may terminate
this contract by I) notifying Seller in writing that the property is not
suitable for its intended use and advising Seller that the contract is therefore
terminated; ii) concurrently delivering to Seller, at no cost to Seller,
complete copies of any and all due diligence and inspections performed by Buyer
in connection with the property, including, without limitation, surveys,
reports, tests, studies, and investigations; iii) by having restored the
Property to its original condition if changed by due diligence and inspections
performed by Buyer; iv) by Buyer delivering to Seller a statement in writing
that Buyer has paid all cost and expenses related to or incurred by Buyer
pursuant to the due diligence and inspections allowed by this paragraph A. Buyer
may then immediately receive back its Earnest Money from the title company, less
the sum of $100.00 to be delivered to and retained by Seller as independent
consideration for this contract. If Buyer fails to notify Seller within the time
period described herein, by special courier, electronic facsimile transmission
(FAX), or - Certified Mail, Return Receipt Requested addressed to Seller at
Seller's address given herein, then Buyer shall no longer be entitled to
terminate this Contract pursuant to this paragraph. All due diligence
inspections performed shall be at the sole expense of Buyer. Buyer hereby
indemnifies and holds Seller harmless from and against any and all clams and
liens by contractors, for buyer, as well as nay claims asserted by third parties
for injuries or damages to said third parties or their property resulting form
such due diligence and inspections for Buyer, including reasonable attorneys
fees and costs.

B.     SITE PLAN EXEMPTION PERMIT: Seller, at Seller's expense shall obtain from
the City of Austin - a certificate of occupancy for the use of this space for
general office purposes.

C.     "AS IS" SALE. Notwithstanding any provision of this Contract to the
contrary, Buyer hereby acknowledges that Seller is selling the Property in an
"as is, where is with all faults basis". Wherever used in this Contract, the
phrase "to the best of Seller's knowledge", or words of like import, means that
the facts in question are actually known (as opposed to imputed, inquiry or
constructive knowledge) to, and the phrase "Seller's actual possession" means in
the actual possession of STERLING HOLDINGS, INC. based upon a review of files
relating to the property that are in its or its sales agent's or broker's
possession, without any further due diligence or duty of inquiry. Seller shall
have no duty of investigation with respect to any representation made to the
best of its knowledge and shall not be charged with "constructive", "inquiry",
"imputed" or deemed knowledge. Further, Seller's obligations to disclose matters
"known to Seller" or words of like import as used in this Agreement shall be
deemed breached only if STERLING HOLDINGS, INC. had actual knowledge (as opposed
to imputed or constructive knowledge) of the falsity of such matter not
disclosed to Buyer, based upon a review of such files relating to the Property.

Any information, reported, statements, documents or records ("Disclosures")
provided or made to Buyer or its constituents by Seller, or its agents or
employees concerning the condition of the Property, including without
limitation, the environmental condition of the Property, shall not be
representation or warranties. Buyer shall not rely on such disclosures, but
rather, Buyer shall rely only on its own inspection of the Property. Except for
Seller's warranties of title, Buyer acknowledges and agrees that Seller has not
made, does not make and specifically disclaims any representations, warranties,
promises covenants, agreements or guaranties of any kind of character
whatsoever, whether express or implied, oral or written, past present or future,
of, as to, concerning or with respect to (a) the nature, quality or condition of
the Property, including without limitation, the water soil geology, (b) the
income to be derived form the property, (c) the suitability of the Property for
any and all activities and uses which Buyer may conduct thereon, (d) the
compliance of or by the Property or its operation with any laws, rules,
ordinances, or regulations or any applicable governmental authority or body, (e)
the habitability, merchantability or fitness for a particularly purpose of the
Property, or (f) any other matter with respect to the property, and specifically
disclaims any representations regarding hazardous materials or hazardous wastes
as defined by the U.S. Environmental Comprehensive Environmental Response
Compensation and Liability Act of 1980 ("CERCLA"), as amended, and regulations
promulgated thereunder.

<PAGE>

D.     I.R.C SECTION 1031 EXCHANGE. Buyer and Seller may assign this Contract to
a qualified intermediary to effect an Internal Revenue Code Section 1031
deferred like kind exchange of properties. Buyer and Seller both agree to
cooperate with other and their respective qualified intermediaries in order to
effect any such exchange of property, however neither party shall be obligated
to spend any addition time or money or incur any liability in connection with
the other party's exchange.

E.     EXECUTION of CONTRACT. Notwithstanding any provision herein to the
contrary, this Contract may be executed simultaneously or in multiple
counterparts by electronic facsimile (FAX), which when taken together shall
constitute one original document.

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