EXHIBIT 10.2
INTERIM AGREEMENT
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This agreement is made this 3 day of November, 2006 by and among
BlueStar
Health, Inc., a Colorado corporation maintaining an address at
19901 Southwest
Freeway, Sugar Land, TX 77479 ("BlueStar"), Gold Leaf Homes, Inc.,
a Texas
corporation maintaining business offices at 5802 FM 1488, Magnolia,
TX 77354,
("Gold Leaf"), Tom Redmon ("Redmon"), and Alfred L. Oglesby
("Oglesby") each of
which may be referred to as a "Party" or cumulatively the
"Parties".
Each of the Parties was a party to an Asset Purchase Agreement
("Asset
Purchase") dated as of February 13, 2006 or one or more of the
ancillary
agreements related to the Asset Purchase. The Asset Purchase, among
other
things, provided for the purchase of certain assets of Gold Leaf by
BlueStar and
was accompanied by certain ancillary agreements: Transition
Agreement,
Consulting Agreement, and Escrow Agreement, together the "Asset
Transaction
Documents".
By entering into this Interim Agreement, ("Agreement"), the Parties
agree to the
following:
ONE: The purchase of Gold Leaf assets contemplated in the Asset
Transaction
Documents, despite considerable effort, has not been consummated
and its
consummation appears impracticable; and
TWO: the Parties agree to rescind the transactions contemplated in
the Asset
Transaction Documents (the "Transactions") in a manner which is
fair and
equitable and places the Parties insofar as practical, back in the
positions
existing prior to the execution of the Asset Transaction Documents
or their
predecessor documents related to an attempted merger transaction
between Gold
Leaf and BlueStar in 2005; and
THREE: the first step in rescinding the Transactions is to return
control of
BlueStar to Oglesby or his nominee in order to commence preparation
of
BlueStar's delinquent reports due to the Securities and Exchange
Commission,
restore BlueStar to current reporting status with the SEC and
restore trading in
BlueStar's common stock on the NASDAQ bulletin board; and
FOUR: the next step will be for the Parties to continue their good
faith
negotiations towards settling claims related to the Transactions;
and
FIVE: reach agreement on a comprehensive settlement of all claims
between the
Parties.
In consideration of the above agreements, the Parties hereby agree
to undertake
the following specific obligations and covenan
