EXHIBIT 10.1

 Omnibus Agreement regarding Series 1 Convertible Subordinated Promissory Notes


This Omnibus  Agreement re Series 1 Convertible  Subordinated  Promissory  Notes
(this  "Agreement")  is  entered  into as of  September  1, 2004 by and  between
BrightStar   Information   Technology  Group,   Inc.,  a  Delaware   corporation
("BrightStar"),  BrightStar  Information  Technology Services,  Inc., a Delaware
corporation  (the  "Company"),  and each of the holders of the Notes (as defined
below) (each a "Holder" and, collectively, the "Holders").

                                 P R E A M B L E

Whereas,  the Company  initially  issued to the Holders its Series 1 Convertible
Subordinated  Promissory  Notes dated July 26,  2001 (as  amended by  amendments
dated as of October  14,  2003 and June 30,  2004 by and between the Company and
holders of Series 1 Convertible  Subordinated  Promissory Notes  representing in
aggregate  outstanding principal amount not less than seventy-five percent (75%)
of the  aggregate  outstanding  principal  amount  of all  Series 1  Convertible
Subordinated  Promissory  Notes then  outstanding,  and including those Series 1
Convertible  Subordinated  Promissory Notes issued to Holders as payment in kind
for interest, the "Notes"); and

Whereas, the Notes are secured pursuant to that certain Security Agreement dated
as of July 26, 2001, made by BrightStar and others; and

Whereas,  BrightStar proposes to transfer substantially all of its assets to the
Holders by way of the transfer to each Holder of a percentage of common stock in
a corporation or a percentage membership interest in a limited liability company
that would own such assets equal to the  percentage of the  aggregate  principal
amount  outstanding  under all of the Notes  represented  by the Note(s) of such
Holder (the "Asset  Transfer"),  including  but not limited to all of the issued
and outstanding  capital stock of the Company,  in exchange for a release of the
lien and security interest encumbering the assets of BrightStar created pursuant
to the  Security  Agreement,  a release  of and any and all other  claims of any
nature  that  such  Holders  may have  against  BrightStar,  and  certain  other
agreements by the Holders,  all upon the terms and  conditions set forth herein;
and

Whereas,  the Company  and the Holders  desire to extend the due date of certain
payments  under the Notes,  regardless of whether the Asset  Transfer is carried
out;

NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants
contained  herein and other good and  valuable  consideration,  the  receipt and
adequacy of which are hereby  acknowledged,  the Company and the Holders  hereby
agree as follows:

     1.   AGREEMENTS OF HOLDERS EFFECTIVE UPON COMPLETION OF ASSET TRANSFER.
          Effective upon the satisfaction of the conditions set forth in Section
          2 hereof (the "Effective Time"), on or before February 28, 2005 (the
          "Termination Date," which may be extended from time to time by the
          written consent of Holders of Notes representing in aggregate
          outstanding principal amount more than fifty percent (50%) of the
          aggregate outstanding principal amount of all Notes), and without
          further action on the part of the Holders, each of the Holders hereby:

          a.   releases BrightStar from any and all liability or obligation
               whatsoever in respect of any of the Notes, the Security Agreement
               or any other document or agreement related thereto, or in respect
               of any other matter of any nature arising on or prior to the
               Effective Time, releases all liens and security interests
               encumbering assets of BrightStar and securing payment of the
               Notes, and agrees that BrightStar shall no longer be a "Debtor"
               under the Security Agreement.

          b.   agrees that all warrants issued to such Holder in connection with
               the Notes are cancelled and of no further force or effect.

          c.   agrees that Sections 5 through 12, and clauses (b), (c) and (d)
               of Section 13 of the Notes, shall be deleted from the Notes in
               their entirety.
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               Upon request by BrightStar or the Company, each Holder, at no
               expense to such Holder, agrees to execute and deliver any and all
               further documents necessary or appropriate to further confirm and
               assure the effectiveness and completion of the actions described
               in clauses a, b and c above and otherwise to carry out the intent
               and purposes of this Agreement, including, without limitation,
               the execution of termination statements under the Uniform
               Commercial Code and the return to BrightStar of all warrants
               issued to such Holder in connection with the Notes.

     2.   CONDITIONS TO EFFECTIVENESS. The agreements of the Holders set forth
          in clauses a, b and c, of Section 1 above shall be effective only upon
          the satisfaction of the following conditions on or before the
          Termination Date:

          a.   The stockholders of BrightStar shall have approved the Asset
               Transfer; and

          b.   The Asset Transfer shall have been completed.

     3.   UNCONDITIONAL AMENDMENT OF NOTES. The Notes are hereby amended so that
          the date of the payments under the Notes and PIK Notes in respect of
          the periods ending September 30, 2004 and December 31, 2004 shall be
          extended to December 31, 2005.

     4.   REPRESENTATIONS AND WARRANTIES OF BRIGHTSTAR. BrightStar represents
          and warrants to each of the Holders as follows:

          a.   It is a corporation validly existing under the laws of the State
               of Delaware and has the corporate power to own its assets and to
               conduct its business as presently conducted.

          b.   Upon approval of the Asset Transfer by the stockholders of
               BrightStar, the transaction contemplated by this Agreement,
               including the Asset Transfer, will be duly authorized on the part
               of BrightStar.

          c.   BrightStar's Form 10-K and Form 10-Q reports filed under the
               Securities Exchange Act of 1934, as amended (the "Exchange Act")
               since December 31, 2002, are substantially in compliance with the
               requirements of the Exchange Act, and no statement contained
               therein contains any untrue statement of a material fact or omits
               to state any material fact known to BrightStar necessary to make
               the statements contained therein and therein not misleading.

          d.   BrightStar's projections of financial performance of the Company
               in future periods which have been furnished to the Ad Hoc
               Committee of Note Holders were prepared in good faith by
               BrightStar based on assumptions believed by BrightStar to be
               reasonable when made.

     5.   DISCLAIMER. Each Holder executing this Agreement is doing so based
          solely on the representations and warranties set forth in Section 4
          above and the independent determination of such Holder. Except for the
          representations and warranties set forth in Section 4 above, no Holder
          is relying in any way on statements made by or on behalf of
          BrightStar, whether made by directors or officers of BrightStar, by
          members of the Ad Hoc Committee of Note Holders, or by any party
          acting as a consultant, advisor or attorney for BrightStar. Each
          Holder recognizes that any and all projections of financial
          performance of the Company in future periods which have been furnished
          to Holders are predictions of future events and thus inherently
          uncertain, and actual financial performance will differ from such
          projections. In no event shall any individual have any obligation or
          liability to any Holder associated with the Notes, the obligations of
          BrightStar or the Company under the Notes, or the transaction
          contemplated by this Agreement.

     6.   EFFECTIVENESS. This Agreement shall become effective upon execution
          hereof by the Company and by Holders whose Notes represent in total
          seventy-five percent (75%) of the aggregate outstanding principal
          amount of the Notes.

     7.   ACKNOWLEDGEMENT AND CONSENT OF COMPANY. The Company acknowledges the
          continuation of its obligations under the Notes and the Security
          Agreement. The Company consents to the transactions contemplated by
          this Agreement.

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IN WITNESS  WHEREOF,  the Parties have  executed  this  amendment as of the date
first written above.

                             BrightStar Information Technology Group, Inc.


                             By
                                 -------------------------------
                                  Joseph A. Wagda
                                  Chief Executive Officer

Name of Holder:

                             BrightStar Information Technology Services, Inc.


By                           By
----------------------------     -------------------------------
                                  Joseph A. Wagda
Name:                             Chief Executive Officer
    ------------------------

Title:
    ------------------------




                Consent of Other Debtors under Security Agreement

Each of the undersigned  consents to the completion of each of the  transactions
contemplated  by  the  foregoing  Omnibus  Agreement  re  Series  1  Convertible
Subordinated  Promissory Notes, and acknowledges that property belonging to each
of the  undersigned  will remain subject to liens and security  interests to the
extent  set  forth  in the  Security  Agreement  (as  defined  in the  foregoing
Agreement).

IN WITNESS  WHEREOF,  each of the  undersigned has executed this Agreement as of
the date and year first above written.

                                   INTEGRATED CONTROLS, INC.

                                   By
                                   --------------------------------
                                   Joseph A. Wagda
                                   Chief Executive Officer


                                   "DEBTOR"

                                   SOFTWARE CONSULTING SERVICES AMERICA, INC.

                                   By
                                   --------------------------------
                                   Joseph A. Wagda
                                   Chief Executive Officer


                                   "DEBTOR"

                                   SOFTWARE INNOVATORS, INC.

                                   By
                                   --------------------------------
                                   Joseph A. Wagda
                                   Chief Executive Officer



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