Unassociated Document


     

    REORGANIZATION
      AND PURCHASE AGREEMENT

     

    This
      Reorganization and Purchase Agreement (''Agreement'') dated as of the 15thday
      of
      October 2005, by and between Bluestar Health, Inc., a Colorado corporation
      (“Bluestar”), Alfred Oglesby, an individual, (“Oglesby”), Blue Cat Holdings,
      Inc., a Texas corporation wholly owned by Oglesby, (“Blue Cat”), Gold Leaf
      Homes, Inc., a Texas corporation, (“Gold Leaf”), and Tom Redmon, (“Redmon”&“Shareholders”), the sole shareholder of Gold Leaf. Each entity and/or
      individual shall also be referred to as a “Party” and collectively as the
“Parties.”

     

    INTRODUCTION

     

    Shareholders
      desire to sell and Bluestar desires to purchase all of the issued and
      outstanding capital stock of Gold Leaf Homes, Inc. (''Company'') on the terms
      and conditions set forth in this Agreement.

     

    In
      consideration of the mutual promises of the parties; in reliance on the
      representations, warranties, covenants, and conditions contained in this
      Agreement; and for other good and valuable consideration, the parties agree
      as
      follows:

     

    ARTICLE
      1

     

    SALE

     

    Sale
      of Stock

     

    1.01.
      Shareholders agree to sell, convey, transfer, assign, and deliver to Bluestar
      all of the issued and outstanding capital stock of Gold Leaf, and Bluestar
      agrees to purchase such stock.

     

    Consideration
      for Sale

     

    1.02.
      In
      consideration of the sale and transfer of the shares of capital stock of Gold
      Leaf and the representations, warranties, and covenants of Seller set forth
      in
      this Agreement, Bluestar shall pay the following: 

     

    1.02.01
      Bluestar shall issue to Shareholders a total of Thirty Seven Million
      (37,000,000) shares of Bluestar common stock;

     

    Look-Back
      Provision

     

    1.03.
      In
      further consideration of such sale and transfer, the parties agree to a
      look-back provision wherein the productivity of the Company will be evaluated.
      Shareholders agree that if revenues of Gold Leaf (as acquired by Bluestar)
      reduce by more than forty percent (40%) within the first twelve (12) month
      period, Shareholders shall, upon request by Oglesby, immediately transfer the
      aforementioned Thirty Seven Million (37,000,000) shares of Bluestar common
      stock
      to Alfred Oglesby. In conjunction, Bluestar will reassign all previously
      acquired Gold Leaf assets to Gold Leaf Shareholders.

     

    Additional
      Transactions

     

    1.04.01.
      In conjunction with the purchase and sale as set out above, Bluestar and Blue
      Cat will enter into an Indemnification Agreement (as attached in Exhibit A)
      wherein Blue Cat will acquire the assets and liabilities of Bluestar and provide
      indemnification regarding same. 

     

    1.04.02
      Shareholders shall purchase 250,000 shares of Bluestar restricted common stock
      from Oglesby (“Oglesby Common Shares”) for $300,000 (“Oglesby Shares Purchase
      Price”);

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    1.04.03
      The Oglesby Shares Purchase Price shall be paid as follows:

     

    	i.  	
            $60,000
              payable at the time of Closing, with the balance in the form of a secured
              promissory note (“Oglesby Shares Purchase Note”), without interest,
              payable as follows:

          


     

    	ii.  	
            $20,000
              payable on the 1st
              day of each month for four (4) consecutive months, beginning January
              6,
              2006, followed by a payment in the amount of $10,000 due on May 6,
              2006. A
              copy of the Oglesby Shares Purchase Note is attached hereto as Exhibit
              B;

          


     

    The
      Oglesby Shares Purchase Note shall be secured by 37,000,000 shares of Redmon
      owned Bluestar common stock with a personal guarantee executed by Redmon in
      the
      amount $150,000. 

     

    1.04.04
      As of the date of Closing, and as consideration for amounts owed to Oglesby,
      Bluestar shall execute a secured promissory note to Oglesby in the amount of
      $130,000 (“Oglesby Stock Purchase Note);

     

    	A.  	
            The
              Oglesby Stock Purchase Note shall be convertible into common stock
              of
              Bluestar at $0.10 per share at Oglesby’s discretion, and shall contain a
              clause so that his ownership cannot exceed 9.9% with an anti delusion
              clause of the Bluestar common stock. A copy of the Oglesby Stock Purchase
              Note is attached hereto as Exhibit C.

          


     

    	B.  	
            Bluestar
              shall, within ninety (90) days following written notice by Oglesby
              of
              intent to convert, register such stock with the United States Securities
              and Exchange Commission (“SEC”). 

          


     

    1.04.05
      Bluestar will file an amendment to the Articles of Incorporation of Bluestar
      to
      increase its authorized common stock from 40,000,000 shares to 100,000,000
      shares and change its name to a name chosen by Gold Leaf, to be effective at
      the
      Closing;

     

    1.04.06
      As of the Closing date, Blue Cat Holdings, Inc. shall have acquired all of
      the
      assets and assumed all of the liabilities of Bluestar in accordance with the
      Asset Purchase Agreement attached as Exhibit D.

     

     Consulting
      Agreement 

     

    1.05.
      At
      Closing, Bluestar will enter into an exclusive consulting and transition
      agreement with Oglesby for a period of eighteen (18) months, with compensation
      of one million (1,000,000) shares of Bluestar common stock that will be
      registered on a Form S-8 and issued to Oglesby no later than ten (10) days
      after
      the closing (“Oglesby Consulting Agreement”). Gold Leaf Homes agrees not to
      issue any consulting shares other than the 1,000,000 shares issued to Oglesby
      for a period of one hundred eighty (180) days unless written consent has been
      given by Oglesby. A copy of the Oglesby Consulting Agreement is attached hereto
      as Exhibit E.

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Closing

     

    1.06.
      The
      parties agree to use their best efforts to consummate this transaction
      (''Closing''). The Closing shall take place at the offices of Alfred Oglesby
      located at 19901 Southwest Freeway, Sugar Land, Texas 77479 on November 30,
      2005, or at such other time, date, and place mutually agreed upon in writing
      by
      Seller and Purchaser (''Closing Date''). In either event, all terms and
      conditions to the Closing of this Agreement shall have been met at least ten
      (10) days' prior to the Closing Date.

     

    1.06.01
      In recognition of the time and expense associated with this transaction, the
      parties agree that a penalty will be assessed against Gold Leaf if this
      transaction is not consummated by the closing date as follows:

     

    A. A
      penalty
      of $20,000 will be assessed against Gold Leaf if this agreement does not
      consummate on the date of Closing due to inability of Gold Leaf to acquire
      proper financing and such Closing date must be extended to accommodate Gold
      Leaf. 

     

    B. Neither
      party will be assessed a penalty if the Close is terminated due to state and/or
      federal regulatory issues.

     

    ARTICLE
      2

     

    REPRESENTATIONS
      AND WARRANTIES OF GOLD LEAF AND SHAREHOLDERS

     

    Gold
      Leaf
      (“Company”) hereby represents and warrants to Bluestar and Oglesby that the
      following facts and circumstances are and at all times up to the Closing Date
      will be true and correct:

     

    Organization

     

    2.01.
      Gold Leaf is a corporation duly organized, validly existing, and in good
      standing under the laws of Texas and is qualified to do business in the
      jurisdictions set forth in Exhibit 1 attached to this Agreement. Company has
      all
      requisite power and authority (corporate and, when applicable, government)
      to
      own, operate, and carry on its business as now being conducted. Company's
      certificate of incorporation, articles of incorporation, and bylaws as currently
      in effect are contained in Exhibit F.

     

    Ownership
      of Company

     

    2.02.
      The
      authorized capital stock and the number of shares issued and outstanding of
      Company is set forth in Exhibit G attached to this Agreement. The issued and
      outstanding shares of capital stock of Company have been validly issued, are
      fully paid and no assessable, and were issued in compliance with applicable
      federal and state laws regulating the offer and sale of securities. There are
      no
      outstanding options, warrants, or similar rights to purchase or convert any
      obligation into the capital stock or other securities of Company. The capital
      stock of Company is owned, of record and beneficially, by those shareholders
      set
      forth in Exhibit H free and clear of all liens, claims, and
      encumbrances.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Ownership
      in Other Companies

     

    2.03.
      Company has no interest in any other corporation, firm, business, or partnership
      or any subsidiaries.

     

    Financial
      Statements

     

    2.04.
      Exhibit I attached to this Agreement contains the audited financial statements
      of Company, together with notes related to the financial statements. The
      Financial Statements present fairly and accurately the financial position,
      results of operations, and changes in financial position of Company at the
      dates
      and for the periods covered, in each case in conformity with generally accepted
      and consistently applied accounting principles. There are no liabilities or
      obligations of Company, accrued, absolute, contingent, inchoate, or otherwise
      that arose out of or relate to any matter, act, or omission occurring from
      the
      date of the unaudited financial statement to the date of this Agreement, other
      than liabilities or obligations incurred in the normal course of business.
      Since
      the date of the unaudited financial statement, there have not been:

     

    (a)
      Any
      material adverse change in financial condition, operations, sales, or net income
      of Company.

     

    (b)
      Any
      loss, damage, or destruction to properties or assets, tangible or intangible
      (whether or not covered by insurance).

     

    (c)
      Any
      change in policy regarding compensation payable to or to become payable to
      any
      of Company's officers, directors, employees, or agents.

     

    (d)
      Any
      labor dispute, disturbance, or attempt to organize a union.

     

    (e)
      Any
      proposed law or regulation or any actual event or condition of any character
      that is known to Company or Seller that materially adversely affects the
      business or future prospects of Company.

     

    (f)
      Any
      claim, litigation, event, or condition of any character that materially
      adversely affects the business or future prospects of Company.

     

    (g)
      Any
      issuance, purchase of, or agreement to issue or purchase shares of capital
      stock
      or other securities of Company.

     

    (h)
      Any
      mortgage, pledge, lien, or encumbrance made or agreed to be made on any of
      Company's assets or properties, tangible or intangible.

     

    (i)
      Any
      sale, transfer, other disposition of, or agreement to sell, transfer, or dispose
      of Company's properties or assets, tangible or intangible, except as
      contemplated in this Agreement and except in the normal course of business
      and
      then only for full and fair value received.

     

    (j)
      Any
      borrowings or agreements to borrow by or from Company.

     

    (k)
      Any
      loans, advances, or agreements with respect to any loans or advances, other
      than
      to customers in the normal course of business and that have been properly
      reflected as ''accounts receivable'' on Company's books.

     

    (l)
      Any
      transaction outside the ordinary course of business.

     

    (m)
      Any
      dividends or distributions paid or declared, or any repayment of loans or other
      obligations to the shareholders of Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Taxes

     

    2.05.
      All
      federal, state, local, and foreign income, ad valorem, excise, sales, use,
      payroll, unemployment, and other taxes and assessments (''Taxes'') that are
      due
      and payable by Company or by Seller on behalf of Company have been properly
      computed, duly reported, fully paid, and discharged. There are no unpaid Taxes
      that are or could become a lien on the property or assets of Company or require
      payment by Company, except for current Taxes not yet due and payable. All
      current Taxes not yet due and payable by Company have been properly accrued
      on
      the balance sheets of Company. Company has not incurred any liability for
      penalties, assessments, or interest under the Internal Revenue Code. No
      unexpired waiver executed by or on behalf of Company with respect to any Taxes
      is in effect.

     

    Title
      to Assets and Properties

     

    2.06.
      Company has good and marketable title to all of its assets and properties,
      tangible and intangible that is material to Company's business and future
      prospects. These assets and properties constitute all of the assets and
      interests in assets that are used in Company's business. All of these assets
      are
      free and clear of mortgages, liens, pledges, charges, encumbrances, equities,
      claims, easements, rights of way, covenants, conditions, and restrictions,
      except for the following:

     

    (a)
      Those
      disclosed in Company's balance sheets as of September 30, 2005 included in
      the
      Financial Statements, or in the Exhibits to this Agreement.

     

    (b)
      The
      lien of current Taxes not yet due and payable.

     

    All
      real
      property and tangible personal property of Company are in good operating
      condition and repair, ordinary wear and tear excepted. Company is in possession
      of all premises leased to Company from others. Except as set forth in the
      appropriate Exhibit listing such assets, no officer, director, or employee
      of
      Company, nor any spouse, child, or other relative of any of these persons owns
      or has any interest, directly or indirectly, in any of the real or personal
      property owned by or leased by Company or in any copyrights, patents,
      trademarks, trade names, or trade secrets licensed by Company. Company does
      not
      occupy any real property in violation of any law, regulation, or decree that
      would materially adversely affect its business or future prospects.

     

    Laws
      and Regulations

     

    2.07.
      Company is not in default or in violation of any law; regulation; court order;
      or order of any federal, state, municipal, foreign, or other government
      department, board, bureau, agency, or instrumentality, wherever located, that
      would materially adversely affect its business or future prospects.

     

    Litigation

     

    2.08.
      There are no pending, outstanding, or threatened claims; legal, administrative,
      or other proceedings; or suits, investigations, inquiries, complaints, notices
      of violation, judgments, injunctions, orders, directives, or restrictions
      against or involving Company or any of the assets, properties, or business
      of
      Company or any of Company's officers, directors, employees, or stockholders
      that
      will materially adversely affect Company, its assets, properties, or business.
      To the best of Seller's and Company's knowledge and belief, after conducting
      a
      due diligence investigation, there is no basis for any of these proceedings
      against any of Company's assets, properties, persons, or entities. Neither
      Seller nor Company is presently engaged in any legal action to recover moneys
      due Company or for damages sustained by Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Business
      Operations

     

    2.09.
      The
      business operations of Company are and have been for the past five years in
      material compliance with all laws, treaties, rulings, directives, and similar
      regulations of all government authorities having jurisdiction over such business
      insofar as failure to comply could materially adversely affect Company's
      business and future prospects.

     

    Authority

     

    2.10.
      Parties each have full power and authority to execute, deliver, and/or
      consummate this Agreement, subject to the conditions to Closing set forth in
      this Agreement. All reports and returns required to be filed by each with any
      government and regulatory agency with respect to this transaction have been
      properly filed. Except as otherwise disclosed in this Agreement, no notice
      to or
      approval by any other person, firm, or entity, including governmental
      authorities, is required of Seller or Company to consummate the transaction
      contemplated by this Agreement.

     

    Full
      Disclosure

     

    2.11.
      No
      representation, warranty, or covenant made to Bluestar or Oglesby in this
      Agreement nor any document, certificate, exhibit, or other information given
      or
      delivered to Bluestar or Oglesby pursuant to this Agreement contains or will
      contain any untrue statement of a material fact, or omits or will omit a
      material fact necessary to make the statements contained in this Agreement
      or
      the matters disclosed in the related documents, certificates, information,
      or
      exhibits not misleading.

     

    Brokers

     

    2.12.
      Neither Shareholders nor Company, nor any of Company's officers, directors,
      employees, or stockholders, has retained, consented to, or authorized any
      broker, investment banker, or third party to act on Company's behalf, directly
      or indirectly, as a broker or finder in connection with the transactions
      contemplated by this Agreement.

     

    Securities
      to be Restricted Securities

     

    2.13.
      Redmon acknowledges that all of the Bluestar Common Shares will be “restricted
      securities” (as such term is defined in Rule 144 promulgated under the
      Securities Act of 1933, as amended (“Rule 144”), and will include the
      restrictive legend set forth in Section 4.2.1(a) hereof, and, except as
      otherwise set froth in this Agreement, that the shares cannot be sold for a
      period of at least one year from the date of issuance unless registered with
      the
      United States Securities and Exchange Commission (“SEC”) and qualified by
      appropriate state securities regulators, or unless Redmon obtains written
      consent from Bluestar and otherwise complies with an exemption from such
      registration and qualification (including, without limitation, compliance with
      Rule 144).

     

    Post-Closing
      Capital Structure

     

    2.14
      Gold
      Leaf and the shareholder, Redmon, acknowledge that the capital structure of
      Bluestar as of the Closing date shall be as set froth in Exhibit J.

     

    ARTICLE
      3

     

    REPRESENTATIONS
      AND WARRANTIES OF BLUESTAR AND OGLESBY

     

    Bluestar
      and Oglesby represent and warrant to Gold Leaf and Redmon that:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Authority

     

    3.01.
      Bluestar and Oglesby have full power and authority to execute, deliver, and
      consummate this Agreement subject to the conditions to Closing set forth in
      this
      Agreement. All corporate acts, reports, and returns required to be filed by
      each
      respective party herein with any government or regulatory agency with respect
      to
      this transaction have been or will be properly filed prior to the Closing Date.
      No provisions exist in any contract, document, or other instrument to which
      a
      party is bound that would be violated by consummation of the transactions
      contemplated by this Agreement.

     

    Broker

     

    3.02.
      Neither Party has retained, consented to, or authorized any broker, investment
      banker, or third party to act on its behalf, directly or indirectly, as a broker
      or finder in connection with the transactions contemplated by this
      Agreement.

     

    Organization
      and Standing of Bluestar

     

    3.03.
      Bluestar is a corporation duly organized, validly existing, and in good standing
      under the laws of the state of Colorado and Texas, with corporate power to
      own
      property and carry on its business as it is now being conducted.

     

    Capitalization
      of Bluestar

     

      3.04
      The
      authorized equity securities of Bluestar consists of 40,000,000 shares of common
      stock, par value $0.001, of which approximately 13,607,094 shares are
      outstanding as of the date hereof and of which approximately 50,782,094 will
      be
      issued and outstanding as of the Closing. As of the closing, there will be
      100,000,000 shares of common stock, par value $0.001, and 10,000,000 shares
      of
      preferred stock, par value $0.001, authorized. No other shares of capital stock
      of Bluestar are issued and outstanding. All of the issued and outstanding shares
      have been duly and validly issued in accordance and compliance with all
      applicable laws, rules and regulations and are fully paid and no assessable.
      All
      presently exercisable voting rights in Bluestar are vested exclusively in its
      outstanding shares of common stock, each share of which is entitled to one
      vote
      on every matter to come before its shareholders.

     

    Ownership
      in Other Companies

     

    3.05.
      At
      the closing, Bluestar will have no interest in any other corporation, firm,
      business, or partnership or any subsidiaries.

     

    ARTICLE
      4

     

    COVENANTS

     

    Gold
      Leaf
      and Shareholders covenant with Bluestar and the other parties that from and
      after the date of this Agreement until the Closing Date, Gold Leaf will and
      will
      cause Company to:

     

    Business
      Operations

     

    4.01.
      Operate its business and conduct its activities in the normal course of business
      and not introduce any material new method of management, operation, or
      accounting.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Maintenance
      of Assets and Properties

     

    4.02.
      Maintain all tangible assets and properties of Company in as good a state of
      operating condition and repair as they are on the date of this Agreement, except
      for ordinary depreciation, wear, and tear.

     

    Absence
      of Liens

     

    4.03.
      Not
      sell, pledge, lease, mortgage, encumber, dispose of, or agree to do any of
      these
      acts regarding any of the assets or properties of Company, other than in the
      normal course of business, without the prior written approval of Bluestar or
      Oglesby.

     

    Preservation
      of Business

     

    4.04.
      Use
      its best efforts to preserve intact its organization and personnel and to keep
      available the services of all of its employees, agents, independent contractors,
      and consultants commensurate with Company's business requirements.

     

    Preservation
      of Customer Relations

     

    4.05.
      Use
      its best efforts to preserve intact the present customers of Company and the
      goodwill of all customers and others with respect to the business.

     

    Maintain
      Insurance

     

    4.06.
      Keep in force all policies of insurance covering the Company's business,
      properties, and assets, including all insurance listed in this Agreement. If
      Bluestar or Oglesby so request in writing, to purchase additional insurance
      as
      may be reasonably required at Bluestar’s expense.

     

    Performance
      of Obligations

     

    4.07
      Perform all of its obligations and not make any material amendment to its
      obligations under all agreements relating to or affecting Company's customers,
      business, properties, and assets.

     

    Notification
      of Litigation

     

    4.08
      Promptly notify Bluestar and Oglesby in writing of any outstanding or threatened
      claims; legal, administrative, or other proceedings, suits, investigations,
      inquiries, complaints, notices of violation, or other process; or other
      judgments, orders, directives, injunctions, or restrictions against or involving
      Company or its personnel that could adversely affect Company.

     

    Provide
      Financial Statements

     

    4.09Provide
      Bluestar and Oglesby with fairly presented monthly financial statements with
      respect to Company within ten (10) days after the end of each month, together
      with copies of customary monthly management reports.

     

    Access
      to Books and Records

     

    4.10
      Make
      available to Bluestar and Oglesby and their authorized agents and accountants
      for inspection at reasonable times and under reasonable circumstances the
      following items with respect to Company: assets; properties; business and
      financial records; and tax returns, working papers, files, and memoranda of
      its
      public accountants and outside legal counsel for the purposes of making an
      accounting review, a legal audit, and investigation and examination of Company
      as deemed desirable by Bluestar and Oglesby. Seller will use its best efforts
      to
      cause Company's officers, employees, public accountants, and outside legal
      counsel to cooperate fully with Purchaser's examination and to make a full
      and
      complete disclosure to Bluestar and Oglesby of all facts regarding the financial
      condition and business operations of Company.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Not
      Solicit

     

    4.11
      Not
      negotiate with any person or entity, or solicit or entertain any proposal
      concerning any acquisition in any form of Company.

     

    Resist
      Brokers

     

    4.12
      Assist and cooperate with Bluestar and Oglesby in resisting any claim of any
      broker, investment banker, or third party for any brokerage fee, finder's fee,
      or commission against Bluestar and Oglesby or Company in connection with the
      transactions contemplated by this Agreement.

     

    Cooperate
      in Publicity

     

    4.13
      Coordinate any written publicity regarding this transaction with Bluestar and
      Oglesby.

     

    Payment
      of Liabilities and Waiver of Claims

     

    4.14
      Not
      do, or agree to do, any of the following acts:

     

    (a)
      Pay
      any obligation or liability, fixed or contingent, other than current
      liabilities.

     

    (b)
      Waive
      or compromise any right or claim.

     

    (c)
      Without full payment, cancel any note, loan, or other obligation owing to
      Company.

     

    Maintain
      Existing Agreements

     

    4.15
      Not
      modify, amend, cancel, or terminate any of Company's existing contracts or
      agreements, or agree to do so.

     

    Obtain
      Consents

     

    4.16
      As
      soon as reasonably practical after the execution of this Agreement and in any
      event before the Closing Date, obtain the written consents of all persons
      described in Exhibit K and furnish to Bluestar and Oglesby copies of the
      consents.

     

    Provide
      Sales and Use Tax Certificates

     

    4.17
      Furnish to Bluestar and Oglesby clearance certificates from the appropriate
      agencies in all states where Company is qualified to do business and any related
      certificates that Bluestar and Oglesby may reasonably request as evidence that
      all sales, use, and other tax liabilities of Company (other than income tax
      liabilities) accruing before the Closing Date have been fully satisfied or
      provided for by Company.

     

    Provide
      UCC Clearances

     

    4.18.
      Deliver to Bluestar and Oglesby a Business and Commerce Code search report
      issued by the Secretary of State in each state where Company owns personal
      property and dated as of a date not more than twenty (20) days before the
      Closing Date. The report must indicate that there are no filings under the
      UCC
      on file with the Secretary of State that name Company as debtor or otherwise
      indicate any lien on the assets and properties of Company, except for the liens
      otherwise disclosed in this Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    


     

    ARTICLE
      5

     

    CONDITIONS
      TO BLUESTAR AND OGLESBY'S OBLIGATION TO CLOSE

     

    The
      obligation of Bluestar and Oglesby to Close under this Agreement is subject
      to
      each of the following conditions (any one of which may, at the option of
      Purchaser, be waived in writing by Purchaser) existing on the Closing Date,
      or
      such earlier date as the context may require.

     

    Representations
      and Warranties

     

    5.01.
      Each of the representations and warranties of Gold Leaf and Shareholders in
      this
      Agreement, the disclosures contained in the exhibits to this Agreement, and
      all
      other information delivered under this Agreement shall be true in all material
      respects at and as of the Closing Date as though each representation, warranty,
      and disclosure were made and delivered at and as of the Closing
      Date.

     

    Compliance
      With Conditions

     

    5.02.
      Company and Shareholders shall each comply with and perform all agreements,
      covenants, and conditions in this Agreement required to be performed and
      complied with by each of them. All requisite action (corporate and other) in
      order to consummate this Agreement shall be properly taken by Company and
      Shareholders. Shareholders shall deliver to Purchaser a compliance certificate
      verifying and warranting Shareholders and Company's compliance.

     

    Suit
      or Proceeding

     

    5.03.
      No
      suit or proceeding, legal or administrative, relating to any of the transactions
      contemplated by this Agreement shall be overtly threatened or commenced that,
      in
      the discretion of Purchaser and its counsel and/or Oglesby and his counsel,
      would make it inadvisable for Bluestar and/or Oglesby to Close this
      transaction.

     

    Government
      Approvals and Filings

     

    5.04.
      All
      necessary government approvals and filings regarding this transaction shall
      be
      received or made prior to the Closing Date in substantially the form applied
      for
      to the reasonable satisfaction of Bluestar and its counsel and/or Oglesby and
      his counsel. Any applicable waiting period for the approvals and filings shall
      be expired.

     

    Corporate
      and Stockholder Action

     

    5.05.
      All
      corporate and stockholder action necessary to consummate the transactions
      contemplated in this Agreement shall be properly taken by Redmon and Company.
      Bluestar and Oglesby shall receive copies of all appropriate resolutions of
      Company's and Seller's board of directors and shareholders relating to this
      Agreement. The resolutions shall be certified by their respective corporate
      secretaries.

     

    Consents
      of Others

     

    5.06.
      Bluestar and Oglesby shall receive written consents from all required persons
      and/or entities.

     

    Effectiveness
      of Amendment

     

    5.07.  An
      amendment to the Articles of Incorporation of Bluestar shall have been filed
      and
      effective with the State of Colorado as of the Closing which (i) changes the
      name of Bluestar to a name chosen by Gold Leaf and (ii) increases the authorized
      common stock of Bluestar from 40,000,000 shares, par value $0.001, to
      100,000,000 shares, par value $0.001 (the “Amendment”).

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
      6

     

    CONDITIONS
      TO GOLD LEAF'S OBLIGATION TO CLOSE

     

    The
      obligation of Gold Leaf to Close under this Agreement is subject to each of
      the
      following conditions (any one of which at the option of Gold Leaf may be waived
      in writing by Shareholders) existing on the Closing Date.

     

    Corporate
      Action

     

    6.01.
      Bluestar shall take appropriate corporate action regarding this transaction,
      which shall be evidenced by resolutions of its board of directors and
      shareholders and certified by Bluestar's corporate secretary, authorizing
      Bluestar to enter into and complete this transaction.

     

    Government
      Approvals

     

    6.02.
      All
      necessary government approvals regarding this transaction shall be received
      prior to the Closing Date, in substantially the form applied for and to the
      reasonable satisfaction of Bluestar and its counsel.

     

    Effectiveness
      of Amendment

     

    6.03.
      The
      Amendment shall have been filed and effective with the State of Colorado as
      of
      the Closing.

     

    ARTICLE
      7

     

    PARTIES'
      OBLIGATIONS AT THE CLOSING

     

    Seller's
      Obligations at the Closing

     

    7.01.
      At
      the Closing, Shareholders shall deliver or cause to be delivered to Bluestar
      and
      Oglesby instruments of assignment and transfer of all of the issued and
      outstanding capital stock of Company, free and clear of all liens, claims,
      and
      encumbrances in form and substance satisfactory to Bluestar's counsel and
      Oglesby’s counsel. Simultaneously with the consummation of the transfer,
      Shareholders shall put Purchaser in full possession and enjoyment of all
      properties and assets of Company.

     

    Shareholders,
      at any time before or after the Closing Date, shall execute, acknowledge, and
      deliver to Bluestar and Oglesby any further deeds, assignments, conveyances,
      other assurances, documents, and instruments of transfer reasonably requested
      by
      Bluestar and/or Oglesby. Shareholders shall also take any other action
      consistent with the terms of this Agreement that may be reasonably requested
      by
      Bluestar and Oglesby for the purpose of assigning, transferring, granting,
      conveying, and confirming to Bluestar or reducing to possession any or all
      property and assets to be conveyed and transferred by this Agreement. If
      requested by Bluestar and/or Oglesby, Shareholder further agrees to prosecute
      or
      otherwise enforce in its own name for the benefit of Bluestar any claims,
      rights, or benefits of Company that are transferred to Bluestar by this
      Agreement and that require prosecution or enforcement in Gold Leaf's name.
      Any
      prosecution or enforcement of claims, rights, or benefits under this paragraph
      shall be solely at Bluestar's expense, unless the prosecution or enforcement
      is
      made necessary by a breach of this Agreement by Shareholders.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Bluestar
      and Oglesby's Obligations at Closing

     

    7.02.
      At
      the Closing, Bluestar shall deliver to Shareholders the Bluestar Common Shares
      to which Shareholders are entitled, fully paid and non-assessable and subject
      to
      no liens, security interests, pledges, encumbrances, charges, restrictions,
      demands or claims in any other party whatsoever, except as set forth in the
      legend on the certificate(s), which legend shall provide substantially as
      follows:

     

    THE
      SECURITIES REPRESENTED BY THIS CERTIFICATR HAVE NOT BEEN REGISTERED UNDER THE
      SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY
      STATE, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR
      OTHERWISE DISPOSED FO FOR A PERIOD OF ONE YEAR FROM THE ISSUANCE THEREOF EXCEPT
      (i) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND ANY
      APPLICABLE STATE LAWS OR (ii) UPON THE EXPRESS WRITTEN AGREEMENT OF THE COMPANY
      AND COMPLIANCE, TO THE EXTENT APPLICABLE, WITH RULE 144 UNDER THE ACT (OR ANY
      SIMILAR RULE UNDER THE ACT RELATING TO THE DISPOSITION OF
      SECURITIES).

     

    ARTICLE
      8

     

    GOLD
      LEAF
      AND SHAREHOLDER'S OBLIGATIONS AFTER THE CLOSING

     

    Access
      to Records

     

    8.01.
      From and after the Closing Date, Gold Leaf and Shareholders shall allow Bluestar
      and Oglesby and their counsel, accountants, and other representatives access
      to
      records that are, after the Closing Date, in the custody or control of Gold
      Leaf. Golf Leaf shall give access as Bluestar and Oglesby reasonably require
      in
      order to comply with its obligations under law or when reasonably necessary
      for
      the business operations of Company.

     

    ARTICLE
      9

     

    INDEMNIFICATION

     

    Covenant
      to Indemnify and Hold Harmless

     

    9.01.
      Gold Leaf and Shareholders covenant and agree to indemnify, defend, and hold
      harmless Bluestar and Oglesby from and against any and all claims, suits,
      losses, judgments, damages, and liabilities including any investigation, legal,
      and other expenses incurred in connection with and any amount paid in settlement
      of any claim, action, suit, or proceeding (collectively called ''Losses''),
      other than those Losses disclosed in this Agreement or any Exhibit delivered
      pursuant to this Agreement, to which Bluestar or Company may become subject,
      if
      such Losses arise out of or are based upon any facts and circumstances (or
      alleged facts and circumstances) that could result in or give rise to a
      misrepresentation, breach of warranty, or breach of covenant by Gold Leaf and
      Shareholders to Bluestar or Oglesby in this Agreement. This right to
      indemnification is in addition to any other right available to Bluestar and
      Oglesby, including the right to sue Gold Leaf and Shareholders for a
      misrepresentation, breach of warranty, or breach of covenant under this
      Agreement.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Income
      Taxes

     

    9.02.
      Without limiting the provisions of Paragraph 9.01, Golf Leaf and Shareholders
      shall indemnify, defend, and hold harmless Bluestar and Oglesby from and against
      any Losses to which Bluestar may become subject insofar as such Losses arise
      out
      of or are based on any tax on or measured by the net income of Company in any
      period on or before the Closing Date. The indemnifications provided in this
      Paragraph 9.02 and in Paragraph 9.01, above, are cumulative and neither
      provision shall limit or in any other way affect the right of Bluestar and
      Oglesby under the other provision.

     

    Notification
      and Defense of Claims or Actions

     

    9.03.
      When Bluestar or Oglesby propose to assert the right to be indemnified under
      this Article 9 with respect to third-party claims, actions, suits, or
      proceedings, Bluestar or Oglesby shall, within 30 days after the receipt of
      notice of the commencement of the claim, action, suit, or proceeding, notify
      Seller in writing, enclosing a copy of all papers served or received. On receipt
      of the notice, Gold Leaf and Shareholders shall have the right to direct the
      defense of the matter, but Bluestar and Oglesby shall be entitled to participate
      in the defense and, to the extent that Bluestar desires, to jointly direct
      the
      defense with Gold Leaf with counsel mutually satisfactory to Bluestar and
      Seller, at Seller's expense. Purchaser shall also have the right to employ
      its
      own separate counsel in any such action. The fees and expenses of Purchaser's
      counsel shall be paid by Purchaser unless: (a) the employment of the counsel
      has
      been authorized by Seller; (b) Purchaser has reasonably concluded that there
      may
      be a conflict of interest between Seller and Purchaser in the conduct of the
      defense of such action; or (c) Seller has not, in fact, employed counsel
      satisfactory to Purchaser to assume the defense of the action. In each of these
      cases, the fees and expenses of Purchaser's counsel shall be paid by Seller.
      Neither Seller nor Purchaser shall be liable for any settlement of any action
      or
      claim described in this Article 9 that is effected without their
      consent.

     

    Interest

     

    9.06.
      Any
      indemnification required of Seller under this Article 9 shall include interest
      on the amount of the indemnity from the time incurred to the date of payment
      at
      _________________ percent simple interest per annum.

     

    ARTICLE
      10

     

    GENERAL
      PROVISIONS

     

    Survival
      of Representations, Warranties, and Covenants

     

    10.01.
      The representations, warranties, covenants, and agreements of the parties
      contained in this Agreement or contained in any writing delivered pursuant
      to
      this Agreement shall survive the Closing Date for the period of time set forth
      in this Agreement.

     

    Notices

     

    10.02.
      All notices that are required or that may be given pursuant to the terms of
      this
      Agreement shall be in writing and shall be sufficient in all respects if given
      in writing and delivered personally or by registered or certified mail, return
      receipt requested, postage prepaid as follows:

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    If
      to
      Gold Leaf Homes, Inc.:

     

    Gold
      Leaf
      Homes, Inc.

    Tom
      Redmon

    5802
      FM
      1488

    Magnolia,
      TX 77354

    (936)
      321-6744 - facsimile

     

     

    If
      to
      Bluestar Health, Inc.:

     

    Bluestar
      Health, Inc

    ATTN:
      Alfred Oglesby

    19901
      Southwest Freeway

    Sugar
      Land, Texas 77479

    (281)
      207- 5486 - facsimile


     

    If
      to
      Alfred Oglesby:

     

    Alfred
      Oglesby

    19901
      Southwest Freeway

    Sugar
      Land, Texas 77479

    (281)
      207
      - 5486 facsimile

     

    Assignment
      of Agreement

     

    10.03.
      This Agreement shall be binding on and inure to the benefit of the parties
      to
      this Agreement and their respective successors and permitted assigns. This
      Agreement may not be assigned by any other party without the written consent
      of
      all parties and any attempt to make an assignment without consent is
      void.

     

    Governing
      Law

     

    10.04.
      This Agreement shall be construed and governed by the laws of the state of
      Texas.

     

    Amendments;
      Waiver

     

    10.05.
      This Agreement may be amended only in writing by the mutual consent of all
      of
      the parties, evidenced by all necessary and proper corporate authority. No
      waiver of any provision of this Agreement shall arise from any action or
      inaction of any party, except an instrument in writing expressly waiving the
      provision executed by the party entitled to the benefit of the
      provision.

     

    Entire
      Agreement

     

    10.06.
      This Agreement, together with any documents and exhibits given or delivered
      pursuant to this Agreement, constitutes the entire agreement between the parties
      to this Agreement. No party shall be bound by any communications between them
      on
      the subject matter of this Agreement unless the communication is (a) in writing,
      (b) bears a date contemporaneous with or subsequent to the date of this
      Agreement, and (c) is agreed to by all parties to this Agreement. On execution
      of this Agreement, all prior agreements or understandings between the parties
      shall be null and void.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    Reliance
      Upon Representations and Warranties

     

    10.07.
      The parties mutually agree that, notwithstanding any right of Purchaser to
      fully
      investigate the affairs of Company and notwithstanding any knowledge of facts
      determined or determinable by Purchaser pursuant to the investigation or right
      to investigate, Purchaser may fully rely upon the representations, warranties,
      and covenants made to Purchaser in this Agreement and on the accuracy of any
      document, certificate, or exhibit given or delivered to Purchaser pursuant
      to
      this Agreement. Knowledge by an agent of Purchaser of any facts not otherwise
      disclosed in this Agreement or in a document, certificate, or exhibit delivered
      to Purchaser pursuant to this Agreement shall not constitute a defense by Seller
      for indemnification of Purchaser under Article 9 or for any claim for
      misrepresentation or breach of any warranty, agreement, or covenant under this
      Agreement or any exhibit, certificate, or document delivered under this
      Agreement.

     

    Termination
      of Agreement

     

    10.08.
      In
      the event this Agreement is not Closed by November 15, 2005, then this Agreement
      shall terminate on and as of that date. Any termination shall not affect in
      any
      manner any rights and remedies that any party to this Agreement may have at
      the
      time of termination.

     

    Signed
      on
      _________________, _________________.

     

    
 

    
      	GOLD LEAF HOMES, INC.	BLUESTAR HEALTH, INC.
	 	 
	By: __/s/
              _ Tom Redmon _______	By: __/s/
              _ Alfred Oglesby _______
	Tom Redmon, President	Alfred Oglesby, CEO 
	 	 
	By: __/s/
              _ Tom Redmon _______	By: __/s/
              _ Alfred Oglesby _______
	Tom Redmon, Individually	Alfred Oglesby, Individually
              


    


    


         

    [exhibits]