PURCHASE AGREEMENT
                       1812 N Valley Mills
                         Waco, TX 76710

This  AGREEMENT, entered into effective as of the 24th of  March,
1999.

l.   PARTIES.  Sellers  are  AEI  Real  Estate  Fund  XV  Limited
Partnership  and  AEI  Real Estate Fund XVI  Limited  Partnership
(collectively  "Seller").  AEI  Real  Estate  Fund   XV   Limited
Partnership holds an undivided 44.9042% and AEI Real Estate  Fund
XVI  Limited Partnership holds an undivided 55.0958% interest  in
the fee title to that certain real property legally described  in
the  attached Exhibit "A" (the "Property").  Buyer is Tom Salome,
and/or  its  assigns ("Buyer"). Seller wishes to sell  and  Buyer
wishes to buy the Property.

2. PROPERTY. The Property to be sold to Buyer in this transaction
is  legally described on Exhibit "A" attached hereto, subject  to
all easements, covenants, conditions, restrictions and agreements
of  record  that do not affect marketability of title  or  affect
adversely  the  use  of  the  Property ("Permitted  Exceptions"),
subject  to the provisions of Buyer review of title as set  forth
below in paragraph 8.

3.  PURCHASE  PRICE.  The purchase price  for  this  Property  is
$310,000  cash plus $50 independent consideration, based  on  the
following terms:

4.  TERMS.  The purchase price for the Property will be  paid  by
Buyer as follows:

      (a) When this agreement is executed, Buyer will pay $10,000
in  cash or good funds (the    "First Payment") to Chicago  Title
Insurance Company, attention Mary Furgason, 14607      San  Pedro
Avenue, Suite 175, San Antonio, TX 78232("Escrowee").  The  First
Payment   will be credited against the purchase price when and if
escrow  closes  and  the  sale is       completed,  or  otherwise
disbursed  pursuant  to the terms of this Agreement.   After  the
expiration of the Review Period as defined in paragraph 6  below,
the  First Payment held   for the account of Seller shall  become
non-refundable.

      (b)  Buyer will pay the balance of purchase price  for  the
Property,  $300,000  in  cash or       good  funds  (the  "Second
Payment"),  at  closing  to  the Escrowee  who  shall  close  the
transaction according to the terms hereof.

     (c) When this Agreement is executed, Buyer will also pay $50
in   cash   in   good   funds     directly  to  Seller   ("Option
Consideration"),  which  shall be in consideration  for  Seller's
execution  of  this Agreement, but will be credited  against  the
purchase  price  when and if    escrow closes  and  the  sale  is
completed.  The Option Consideration shall be considered     non-
refundable if this Agreement is terminated for any reason.

5.  CLOSING DATE.  Escrow shall close on or before the  fifteenth
day after the Inspection and Feasibility Study is completed.

6.  DUE  DILIGENCE. Buyer will have until the expiration  of  the
thirtieth  day  after  delivery of the  signed  "Agreement"  (the
"Inspection and Feasibility Study Period"), to conduct all of its
inspections and due diligence and satisfy itself regarding  title
to  the  Property, and to inspect the Property. Buyer  agrees  to
indemnify  and  hold  harmless for any  loss  or  damage  to  the
Property or persons caused by Buyer or its agents arising out  of
such  physical  inspections  of  the  Property.  Buyer  expressly
acknowledges that the sale of the Property as provided for herein
is  made  on  an "AS IS" basis, and such provision shall  survive
closing.



      Buyer may cancel this agreement for ANY REASON in its  sole
discretion by delivering a cancellation notice by certified mail,
return  receipt requested, or by personal delivery to Seller  and
escrow  holder  before  the  expiration  of  the  Inspection  and
Feasibility  Study  Period or Inspection  Period  as  defined  in
Section  16.  Such  notice shall be deemed  effective  only  upon
receipt by Seller. If this Agreement is not canceled as set forth
herein,  the First Payment shall be non-refundable unless  Seller
shall default hereunder.

      If  Buyer  cancels this Agreement as permitted  under  this
Section  or  Section  16, except for any title  insurance  and/or
escrow  cancellation fees of the escrowee which will be  paid  by
the  Buyer,  and  any liabilities under sections  15(a)(iii)  and
16(b)  of  this  Agreement  (which will  survive),  Buyer  (after
execution  of  such documents reasonably requested by  Seller  to
evidence  the  termination hereof) shall be  returned  its  First
Payment,  and  Buyer will have absolutely no  rights,  claims  or
interest  of  any  type in connection with the Property  or  this
transaction,  regardless  of any alleged  conduct  by  Seller  or
anyone else.

      Unless  Seller  shall  be  in  default  of  any  obligation
hereunder, or this Agreement is canceled by Buyer pursuant to the
terms  hereof, if Buyer fails to make the Second Payment,  Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably  will be deemed to have canceled this  Agreement  and
relinquish  all rights in and to the Property. If this  Agreement
is not canceled and the Second Payment is made when required, all
of Buyer's conditions and contingencies will be deemed satisfied.

7.  ESCROW. Escrow shall be opened by Buyer and the First Payment
shall  be  deposited  by Buyer with Escrowee.   A  copy  of  this
Agreement  will be delivered to the escrow holder and will  serve
as escrow instructions together with the escrow holder's standard
instructions  and  any additional instructions  required  by  the
escrow  holder  to  clarify its rights and duties.   The  parties
agree  to sign these additional instructions of the Escrowee,  if
any.  If  there is any conflict between these other  instructions
and this Agreement, this Agreement will control.

8.  TITLE.  Closing will be conditioned on the  commitment  of  a
nationally recognized title company selected by Seller  to  issue
an  Owner's policy of title insurance, dated as of the  close  of
escrow,  in an amount equal to the purchase price, insuring  that
Buyer  will own marketable and insurable fee simple title to  the
Property subject only to: the Permitted Exceptions as defined  in
paragraph  2 above;  current real property taxes and assessments;
and survey exceptions.

       Buyer  shall  be  allowed  until  the  expiration  of  the
"Inspection and Feasibility Study Period" for examination and the
making  of  any objections to marketability of title thereto,  or
that  an  exception to title adversely affects  the  use  of  the
Property, said objections to be made in writing or deemed waived.
If  any objections are so made, the Seller shall be allowed sixty
(60)   days  to  make  such  title  marketable  or  cure  Buyer's
objections,  or  in the alternative to obtain  a  commitment  for
insurable  title  insuring over Buyer's  objections.   If  Seller
shall  decide to make no efforts to make title marketable, or  is
unable to make title marketable or obtain insurable title, (after
execution  by  Buyer  of such documents reasonably  requested  by
Seller  to evidence the termination hereof) Buyer's First Payment
shall  be returned and this agreement shall be null and void  and
of no further force and effect.

     Pending correction of title, the payments hereunder required
shall  be postponed, but upon correction of title and within  ten
(10)  days  after written notice of correction to the Buyer,  the
parties shall perform this agreement according to its terms.



      If  Buyer shall make no written objection to Seller  within
the  Review Period setting forth Buyer's objections to the status
of  title, Buyer shall have been deemed to have waived  any  such
objections.

9.  CLOSING COSTS.  Seller will pay the deed stamp taxes, if any,
and  one-half of escrow fees attributable to the closing services
for  this  transaction, and any brokerage commissions payable  to
Jim  Stewart, Realtors only.  Seller shall pay for  the  cost  of
issuing the title policy.  Buyer will pay all recording fees, one-
half of the escrow fees, the costs of an update to the Survey  in
Seller's  possession (if an update is required by  Buyer).   Each
party will pay its own attorneys' fees and costs to document  and
close this transaction.

10.  REAL  ESTATE  TAXES,  SPECIAL  ASSESSMENTS  AND  PRORATIONS.
Seller  represents  that to the best of its knowledge,  all  real
estate  taxes and assessments due and payable in all years  prior
to  the  year  of Closing have been paid in full.  Responsibility
for  real  estate taxes and special assessments shall be prorated
as  of the date of closing based upon the most recently available
tax  bill with no readjustment for the taxes due for the year  in
which  closing  shall occur. All real estate  taxes  and  special
assessments  due and payable in the years following the  year  in
which  closing  occurs shall otherwise be the  responsibility  of
Buyer.

11. SELLER'S REPRESENTATION AND AGREEMENTS.

     Seller represents and warrants as of this date that:

     (i)  The Property is not subject to any leases.

     (ii)   It  is  not  aware  of  any  pending  litigation   or
     condemnation  proceedings against the Property  or  Seller's
     interest  in  the Property that have not been  disclosed  to
     Buyer.

     (iii)   It  is  not  aware of any contracts  affecting  this
     Property and potentially or actually binding on Buyer  after
     the closing date.

     (iv)   Seller  has  all  requisite power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.

12. DISCLOSURES.

     (a)   Seller  has  been an absentee landlord.  Consequently,
     Seller  has  little,  if  any,  knowledge  of  the  physical
     characteristics of the Property.

     Accordingly, except as otherwise specifically stated in  the
     Agreement,   Seller   hereby  specifically   disclaims   any
     warranty,  guaranty,  or representation,  oral  or  written,
     past,  present, or future of, as to, or concerning  (i)  the
     nature  and  condition of the Property,  including,  without
     limitation,   the   water,  soil,  and  geology,   and   the
     suitability  thereof and of the Property  for  any  and  all
     activities  and  uses  which  Buyer  may  elect  to  conduct
     thereon; (ii) except for the warranty of title contained  in
     the  Deed  to  be  delivered by Seller at the  closing,  the
     nature  and  extent of any right of way, lease,  possession,
     lien,  encumbrance,  license,  reservation,  condition,   or
     otherwise, and (iii) the compliance of the Property  or  its
     operation with any laws, ordinances, or regulations  of  any
     government or other body.




     (b)  This  Agreement is subject to an inspection contingency
     as  set  forth in Section 16.  Buyer acknowledges and agrees
     that  Buyer  is  not  relying  upon  any  representation  or
     warranties made by Seller or Seller's Agent.

     (c)   Buyer   acknowledges  that,  having  been  given   the
     opportunity to inspect the Property, Buyer is relying solely
     on  its  own  investigation of the Property and not  on  any
     information provided by Seller or to be provided  except  as
     set  forth  herein.  Buyer expressly acknowledges  that,  in
     consideration of the agreements of the Seller herein, except
     as  otherwise specified herein, Seller makes no Warranty  or
     representation, express or implied, or arising by  operation
     of  law,  including,  but not limited to,  any  warranty  or
     condition,  habitability,  tenantability,  suitability   for
     commercial  purposes,  merchantability,  profitability,   or
     fitness  for  a  particular  purpose,  in  respect  of   the
     Property.

     (d) BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY IN
     ITS  THEN PRESENT CONDITION, AS IS, WHERE IS, AND SELLER HAS
     NO  OBLIGATION  TO  CONSTRUCT  OR  REPAIR  ANY  IMPROVEMENTS
     THEREON, OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY.
     WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ALSO
     AGREES  THAT  SELLER  WILL HAVE NO LIABILITY  OF  ANY  TYPE,
     DIRECT OR INDIRECT, TO BUYER OR BUYER'S SUCCESSORS, ASSIGNS,
     LENDERS  OR  AFFILIATES IN CONNECTION  WITH  ANY  HAZARDOUS,
     TOXIC,   DANGEROUS,   FLAMMABLE,   EXPLOSIVE   OR   CHEMICAL
     SUBSTANCES OF ANY TYPE (WHETHER OR NOT DEFINED AS SUCH UNDER
     ANY  APPLICABLE LAWS) ON OR IN CONNECTION WITH THE  PROPERTY
     EITHER BEFORE OR AFTER THE CLOSING DATE.

     The provisions (a) through (d) shall survive closing.

13. CLOSING.

     (a) Before the closing date, Seller will deposit into escrow
     an  executed  special  warranty deed  subject  to  Permitted
     Exceptions  conveying insurable title  of  the  Property  to
     Buyer.  At Closing, Seller shall deliver to Buyer a standard
     Seller's Affidavit regarding liens and judgments.

     (b)  On or before the closing date, Buyer will deposit  into
     escrow:  the  balance  of the purchase price  when  required
     under  Section  4; any additional funds required  of  Buyer,
     (pursuant to this agreement or any other agreement  executed
     by  Buyer)  to  close escrow.  Both parties  will  sign  and
     deliver  to the escrow holder any other documents reasonably
     required by the escrow holder to close escrow.

     (c)  On  the  closing date, if escrow is in  a  position  to
     close,  the  escrow  holder will: record  the  deed  in  the
     official  records  of  the  county  where  the  Property  is
     located;  cause  the title company to commit  to  issue  the
     title  policy; immediately deliver to Seller the portion  of
     the  purchase price deposited into escrow by cashier's check
     or  wire  transfer  (less debits and  prorations,  if  any);
     deliver  to  Seller  and Buyer a signed counterpart  of  the
     escrow  holder's certified closing statement  and  take  all
     other actions necessary to close escrow.





14.  DEFAULTS.  If Buyer defaults, Buyer will forfeit all  rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies (First, and if made,  the
final  Payments)  heretofore paid by  the  Buyer.   Seller  shall
retain all remedies available to Seller at law or in equity.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which will  be
null  and void), unless: it has paid the First Payment, performed
all  of its other obligations and satisfied all conditions  under
this  Agreement,  and  unconditionally notifies  Seller  that  it
stands  ready  to tender full performance, purchase the  Property
and  close escrow as per this Agreement.  Provided, however, that
in  no  event  shall  Seller  be liable  for  any  consequential,
punitive  or  speculative damages arising out of any  default  by
Seller hereunder.

15. BUYER'S REPRESENTATIONS AND WARRANTIES.

     a.  Buyer represents and warrants to Seller as follows:

     (i)   Buyer  has  all  requisite  power  and  authority   to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.

     (ii)   To  Buyer's  knowledge,  neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order  of  any  court or other agency of  government  having
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.

     (iii)   Buyer  agrees to indemnify and hold Seller  harmless
     from any and all claim of any persons or entities claiming a
     brokerage  or  other  fee arising out of  representation  of
     Buyer.

16. PROPERTY INSPECTION AND ENVIRONMENTAL.

     (a)  Seller shall provide Buyer access to the Property  from
     time  to  time  for  the  purpose of conducting  inspections
     thereof  including  mechanical, structural,  electrical  and
     other physical inspections. Buyer has until thirty (30) days
     after  the  signing of the agreement by Seller  to  complete
     such  physical  inspection (the "Inspection and  Feasibility
     Study").

     (b)  Buyer shall indemnify, defend, and hold harmless Seller
     from  and  against  any and all losses,  claims,  causes  of
     action, liabilities, and costs to the extent caused  by  the
     actions  of  Buyer, its agents, employees,  contractors,  or
     invitees,  during  any  such entry upon  the  Property.  The
     foregoing duty of indemnification shall include the duty  to
     pay all reasonable attorney's fees incurred by the Seller in
     responding to or defending any such claims or proceedings.




     (c) Buyer shall pay for any Phase I Environmental studies it
     wants  to  be performed on the Property. If Buyer desires  a
     Phase  I  Environmental, Buyer shall obtain and  review  the
     same within thirty (30) days from the date this agreement is
     signed  by  Seller. The Buyer may terminate  this  Agreement
     within said thirty (30) day period and receive a full refund
     of  the  Earnest Money. However, if Buyer terminates,  Buyer
     prior to termination will provide Seller with copies of  all
     reports  and  test  results  Buyer  had  performed  on   the
     Property.

     (d) Seller shall provide Buyer the most recent inspection in
     Seller's  possession  performed on  the  Property  by  Kizer
     Inspection Service on February 18, 1999.

17. DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

     (a)  If,  prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $20,000,  this  Agreement shall become  null  and  void,  at
     Buyer's  option exercised, if at all, by written  notice  to
     Seller within ten (10) days after Buyer has received written
     notice  from Seller of said destruction or damage.   Seller,
     however,  shall  have  the right to  adjust  or  settle  any
     insured  loss  until  (i)  all contingencies  set  forth  in
     Paragraph 6 hereof have been satisfied, or waived; and  (ii)
     any  period provided for above in this Subparagraph 17a  for
     Buyer  to  elect to terminate this Agreement has expired  or
     Buyer has, by written notice to Seller, waived Buyer's right
     to terminate this Agreement.  If Buyer elects to proceed and
     to   consummate   the  purchase  despite  said   damage   or
     destruction, there shall be no reduction in or abatement  of
     the  purchase  price, and Seller shall assign to  Buyer  the
     Seller's  right, title, and interest in and to all insurance
     proceeds  resulting from said damage or destruction  to  the
     extent  that the same are payable with respect to damage  to
     the Property.

     If  the cost of repair is less than $20,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in  and  to  all  insurance  proceeds  in  relation  to  the
     Property.

     (b) If, prior to closing, the Property, or any part thereof,
     is  taken (other than as disclosed in writing to Buyer prior
     to  the  date  of  this Agreement) by eminent  domain,  this
     Agreement shall become null and void, at Buyer's option.  If
     Buyer  elects  to  proceed  and to consummate  the  purchase
     despite  said  taking, there shall be no  reduction  in,  or
     abatement of, the purchase price, and Seller shall assign to
     Buyer all the Seller's right, title, and interest in and  to
     any   award  made,  or  to  be  made,  in  the  condemnation
     proceeding in relation to the Property.

      In the event that this Agreement is terminated by Buyer  as
provided above in Subparagraph 17(a) or 17(b), the First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof).

18.  SELLER'S  AND  BUYER'S BROKERS.   Other  than  Jim  Stewart,
Realtors, whose six percent (6%) commission is to be paid  solely
by  Seller,  both  parties represent and warrant  that  no  other
broker  has been involved on behalf of the warranting party,  and
both  parties agree to indemnify the other and hold harmless from
any claim through or on behalf of such other party.






19.  CANCELLATION   If any party elects to cancel  this  Contract
because  of  any breach by another party, the party  electing  to
cancel  shall  deliver  to escrow agent a notice  containing  the
address  of  the party in breach and stating that  this  Contract
shall  be  canceled  unless the breach is cured  within  13  days
following the delivery of the notice to the escrow agent.  Within
three  days after receipt of such notice, the escrow agent  shall
send  it  by  United States Mail to the party in  breach  at  the
address  contained in the Notice and no further notice  shall  be
required.   If  the  breach  is not  cured  within  the  13  days
following  the delivery of the notice to the escrow  agent,  this
Contract shall be canceled.

20. MISCELLANEOUS.

     (a)  This Agreement may be amended only by written agreement
     signed by both Seller and Buyer, and all waivers must be  in
     writing  and signed by the waiving party.  Time  is  of  the
     essence.   This  Agreement  will not  be  construed  for  or
     against  a party whether or not that party has drafted  this
     Agreement.  If there is any action or proceeding between the
     parties relating to this Agreement the prevailing party will
     be  entitled to recover attorney's fees and costs.  This  is
     an  integrated  agreement containing all agreements  of  the
     parties  about the Property and the other matters described,
     and  it  supersedes any other agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.

     (b)  If  this  escrow  has not closed through  no  fault  of
     Seller,  by  the fifteenth day after the completion  of  the
     Inspection and Feasibility Study, Seller may either, at  its
     election,  extend  the  closing date,  exercise  any  remedy
     available  to  it  by  law, including  but  not  limited  to
     terminating this Agreement.

     (c)  Funds to be deposited or paid by Buyer will be good and
     clear  funds in the form of cash, cashier's checks  or  wire
     transfers.

     (d)  All  notices from either of the parties hereto  to  the
     other  shall be in writing and shall be considered  to  have
     been  duly  given or served if sent by first class certified
     mail,  return receipt requested, postage prepaid,  or  by  a
     nationally recognized courier service guaranteeing overnight
     delivery to the party at his or its address set forth below,
     or  to  such  other  address  as such  party  may  hereafter
     designate by written notice to the other party.


     If to Seller:

          AEI Real Estate Fund XV Limited Partnerships
          AEI Real Estate Fund XVI Limited Partnership
          1300 Minnesota World Trade Center
          30 E. 7th Street
          St. Paul, MN  55101

     If to Buyer:

          Tom Salome
          c\o Brad Davis, CCIM
          Jim Stewart, Realtors
          500 North Valley Mills Drive
          Waco, TX  76710





When  accepted, this offer will be a binding agreement for  valid
and  sufficient consideration which will bind and benefit  Buyer,
Seller  and  their respective successors and assigns.   Buyer  is
submitting  this  offer  by signing a  copy  of  this  offer  and
delivering it to Seller along with the Option Consideration,  and
delivering  a  copy of this Agreement signed  by  Buyer  and  the
$10,000.00  First Payment to Escrowee; Escrowee shall sign  below
acknowledging receipt of this Agreement signed by Buyer  and  the
First Payment, which, will be deposited in to escrow by Escrowee.
Seller  has five (5) business days after receipt of the  executed
offer, Option Consideration, and acknowledgment of receipt of the
First  Payment by Escrowee within which to accept this offer;  if
not  accepted  by Seller, Escrowee shall immediately  return  the
First  Payment  to  Buyer  and Seller  shall  refund  the  Option
Consideration directly to Buyer.

IN  WITNESS  WHEREOF,  the Seller and Buyer  have  executed  this
Agreement effective as of the day and year above first written.

BUYER:

     Tom Salome

          By: /s/ Tom Salome
          Its:



SELLER:

      AEI REAL ESTATE FUND XV LIMITED PARTNERSHIP,  a  Delaware
      limited partnership.

      By:  AEI Fund Management 86-A, Inc., its corporate general
           partner

      By: /s/ Mark E Larson

      Its:  Chief Financial Officer

      AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP, a Minnesota
      limited partnership.

      By:  AEI Fund Management XVI, Inc., its corporate general
           partner

      By: /s/ Mark E Larson

      Its:  Chief Financial Officer







ESCROWEE:

      The  Title Company hereby acknowledges receipt of  a  fully
executed copy of this Agreement and the First Payment referred to
in  the  Agreement on 2/19/99, 1999, and agrees to accept,  hold,
deliver  and  disburse  the  First Payment  and  Second  Payment,
together  with all interest accrued thereon and received  by  the
Title  Company,  strictly  in  accordance  with  the  terms   and
provisions  of this Agreement.  In performing any of  its  duties
hereunder,  the  Title Company shall not incur any  liability  to
anyone   for   any  damages,  losses  or  expenses,  except   for
negligence,  willful  default or breach of trust,  and  it  shall
accordingly  not  incur any liability with  respect  (i)  to  any
action taken or omitted in good faith upon advice of its counsel,
or  (ii)  to  any  action taken or omitted in reliance  upon  any
instrument, including any written notice or instruction  provided
for  in this Agreement, not only as to its due execution and  the
validity and effectiveness of its provisions, but also as to  the
truth  and  accuracy of any information contained therein,  which
the  Title Company shall in good faith believe to be genuine,  to
have  been signed or presented by a proper person or persons  and
to  conform  with the provisions of this Agreement.   Seller  and
Buyer  hereby  agree  to indemnify and hold  harmless  the  Title
Company  against any and all losses, claims, damages, liabilities
and  expenses, imposed upon the Title Company or incurred by  the
Title   Company  in  connection  with  its  acceptance   or   the
performance  of  its duties hereunder, including  any  litigation
arising  from  this  Agreement or involving  the  subject  matter
hereof,  unless  such  losses, claims, damages,  liabilities  and
expenses arise out of Title Company's negligence, willful default
or breach of trust.  In the event of a dispute between Seller and
Buyer  sufficient  in  the discretion of  the  Title  Company  to
justify  its  doing so, the Title Company shall  be  entitled  to
tender  into  the  registry  of the District  Court  of  McLennan
County,  Texas,  all money or property in its  hands  under  this
Agreement,  together  with  such  legal  pleadings  as  it  deems
appropriate, and thereupon be discharged from all further  duties
and  liabilities  under this Agreement.  Seller and  Buyer  shall
bear all costs and expenses of such legal proceedings.



Chicago Title Insurance Company


By: /s/ Mary Furgason






                            EXHIBITA "A"

                         Legal Description


Lot 3, Block 1 of the Skaggs Addition Part 2 to the City of Waco,
McLennan County, Texas, Plat Recorded in Volume 1296, Page 678 of
the McLennan County, Texas Deed Records.