TEXAS ASSOCIATION OF REALTORS
                    COMMERCIAL CONTRACT - IMPROVED PROPERTY
  USE OF THIS FORM BY PERSONS WHO ARE NOT MEMBERS OF THE TEXAS ASSOCIATION OF
                         REALTORS IS NOT AUTHORIZED.
                   Texas Association of REALTORSr, Inc. 2005


 1. PARTIES: Seller agrees to sell and convey to Buyer the Property described
    in Paragraph 2. Buyer agrees to buy the Property from Seller for the sales
    price stated in Paragraph 3. The parties to this contract are:

     Seller: AEI Income & Growth Fund 23 LLC
     Address: 1300 Wells Fargo Place, Saint Paul, Mn 55101-4914
     Phone:  (651)225-7724         Fax:  (651)227-7705
     E-mail: sschottler@aeifunds.com

     Buyer: Prosperity Bank and/or Assigns
     Address: 1301 North Mechanic Street, El Campo, TX 77437-2633
     Phone: (713) 693-9300   Fax:  (979) 543- 6664
     E-mail: eddie.casseb@prosperitybanktx.corn

2. PROPERTY:
   A. "Property" means that real property situated in  Bexar  County, Texas at
    14402 San Pedro Ave. San Antonio, TX 78232 (address) and that is legally
    described on the attached Exhibit   A-3 or as follows:








   B.   Seller will sell and convey the Property together with:
     (1) all buildings, improvements, and fixtures;
     (2) all rights, privileges, and appurtenances pertaining to the
         Property, including Seller's right, title, and interest in any
         minerals, utilities, adjacent streets, alleys, strips, gores, and
         rights-of-way;
     (3) Seller's interest in all leases, rents, and security deposits for
         all or  part of the Property;
     (4) Seller's interest in all licenses and permits related to the
         Property;
     (5) Seller's interest in all third party warranties or guaranties, if
         transferable, relating to the Property or any fixtures;
     (6) Seller's interest in any trade names, if transferable, used in
         connection with the Property; and

  (Describe any exceptions, reservations, or restrictions in
  Paragraph 12 or an addendum.) (If the Property is a
  condominium, attach condominium addendum.)

3. SALES PRICE: At or before closing, Buyer will pay the following sales price
   for the Property:
  A.   Cash portion payable by Buyer at closing             $ 2,750,000.00
  B.   Sum of all financing described in Paragraph 4        $
  C.   Sales price (sum of 3A and 3B)                       $ 2,750,000.00

(TAR-1801) 10-18-05
Initialed for Identification by Buyer /s/ ESC and Seller  /s/ RPJ

Emerald Realty 3355 Cherry Ridge #202 San Antonio, TX 78230     SmokeyBones
Phone: (210) 341 - 7501      Fax: (210) 341 - 7561     Patrick Moore

    Produced with ZipForm  by RE FormsNet, LLC 18025 Fifteen Mile
            Road, Clinton Township, Michigan 48035 ww.zipform.com

 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232




 5. EARNEST MONEY:
   A. Not later than 3 days after the effective date, Buyer must deposit
      $25,000.00 as earnest money with Romey Jackson (escrow agent) at
      Fidelity National Title Company 8200 IH-10 W #318 San Antonio,  TX 78230
      (address). If Buyer fails to timely deposit the earnest money, Seller
      may terminate this contract by providing written notice to Buyer before
      Buyer deposits the earnest money and may exercise Seller's remedies
      under Paragraph 15.

   C. Buyer may instruct the escrow agent to deposit the earnest money in an
      interest-bearing account at a federally insured financial institution
      and to credit any interest to Buyer.

 6. TITLE POLICY, SURVEY, AND UCC SEARCH:

 A. Title Policy:
      (1)Seller, at Seller's expense, will furnish Buyer an Owner's  Policy
         of Title Insurance (the title policy) issued by Fidelity National
         Title Company (title company) in  the  amount  of  the  sales price,
         dated at  or  after  closing, insuring Buyer against loss under the
         title policy, subject only to:
         (a)  those title exceptions permitted by this contract or as may be
              approved by Buyer in writing; and
         (b)  the standard printed exceptions contained in the promulgated
              form of title policy unless this contract provides otherwise.

      (2)The standard printed exception as to discrepancies, conflicts, or
         shortages in area and boundary lines, or any encroachments or
         protrusions, or any overlapping improvements:
      [X] (a) will not be amended or deleted from the title policy.
      [ ] (b) will be amended to read "shortages in areas" at the expense of
      [ ] Buyer  [ ] Seller.

      (3) Buyer may object to any restrictive covenants on the Property
          within the time required under Paragraph 6D.

      (4) Within 5 days after the effective date, Seller will order a
          commitment for title insurance (the commitment) including legible
          copies of recorded documents evidencing title exceptions.  Seller
          authorizes the title company to deliver the commitment and related
          documents to Buyer at Buyer's address.  Seller will deliver as soon
          as title company delivers to Seller.

(TAR-1801) 10-18-05
Initialed for Identification by   Buyer /s/ ESC and Seller  /s/ RPJ


 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232

B.  Survey: Within 10 days after the effective date:

[ ] (1) Buyer will obtain a survey of the Property at buyer's expense and
        deliver a copy of the survey to Seller.  The survey must be made in
        accordance with the Texas Society of Professional Surveyors' standards
        for a Category 1A survey under the appropriate condition.

[ ] (2) Seller, at Seller's expense will furnish Buyer a survey of the
        Property dated after the effective date.  The survey must be made in
        accordance with the Texas Society of Professional Surveyors' standards
        for a Category 1A survey under the appropriate condition.

[X] (3) Seller will deliver to Buyer and the title company a copy of Seller's
        existing survey of the Property dated



  D. Buyer's Objections to the Commitment, Survey, and UCC Search:

      (1)Within  10  days after Buyer receives the commitment, copies of the
         documents evidencing title exceptions, any required survey, and any
         required UCC search, Buyer may object to matters disclosed in the
         items if: (a)the matters disclosed constitute a defect or encumbrance
         to title to the real or personal property described in Paragraph 2
         other than those permitted by this contract or liens that Seller will
         satisfy at closing or Buyer will assume at closing; or (b) the items
         show that any part of the Property lies in a special flood hazard
         area (an "A" or "V" zone as defined by FEMA). If Paragraph 6B(1)
         applies, Buyer is deemed to receive the survey on the earlier of:
         (i) the date Buyer actually receives the survey; or (ii)the deadline
         specified in Paragraph 6B.

      (2)Seller may, but is not obligated to, cure Buyer's timely objections
         within 15 days after Seller receives the objections. The closing date
         will be extended as necessary to provide such time to cure the
         objections. If Seller fails to cure the objections by the time
         required, Buyer may terminate this contract by providing written
         notice to Seller within 5 days after the time by which Seller must
         cure the objections. If Buyer terminates, the earnest money, less any
         independent consideration under Paragraph 7B(1), will be refunded to
         Buyer.

      (3)Buyer's failure to timely object or terminate under this Paragraph
         6D is a waiver of Buyer's right to object except that Buyer will
         not waive the requirements in Schedule C of the commitment.

 7. PROPERTY CONDITION:

   A. Present Condition: Buyer accepts the Property in its present condition
      except that Seller, at Seller's expense, will complete the following
      before  closing:


(TAR-1801) 10-18-05
Initialed for Identification by    Buyer /s/ ESC and Seller  /s/ RPJ

 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232

    B.Feasibility Period: Buyer may terminate this contract for any reason
      within 60 days after the effective date (feasibility period) by
      providing Seller written notice of termination. (Check only one box.)

   [X](1)If  Buyer terminates under this Paragraph 7B, the earnest  money
         will be refunded to Buyer less $100.00  that Seller will retain  as
        independent   consideration  for  Buyer's   unrestricted   right  to
        terminate. Buyer has tendered the independent consideration to Seller
        upon  payment of the amount specified in Paragraph 5A to  the  escrow
        agent.  The independent consideration is to be credited to the  sales
        price only upon closing of the sale. If no dollar amount is stated in
        this  Paragraph 7B(1) or if Buyer fails to timely deposit the earnest
        money,  Buyer  will  not  have the right  to   terminate  under  this
        Paragraph 7B.

    [ ] (2) Not later than 3 days after the effective date, Buyer must  pay
        Seller $     as independent consideration for Buyer's right to
        terminate by tendering such  amount  to Seller or Seller's agent. If
        Buyer terminates  under this  Paragraph 7B, the earnest money will be
        refunded to  Buyer  and Seller  will  retain the independent
        consideration.  The  independent consideration will be credited to the
        sales price only  upon  closing of  the sale. IF NO DOLLAR AMOUNT IS
        STATED IN THIS  PARAGRAPH  7B(2) OR IF BUYER FAILS TO TIMELY PAY THE
        INDEPENDENT CONSIDERATION, BUYER WILL NOT HAVE  THE RIGHT TO TERMINATE
        UNDER THIS PARAGRAPH 7B.

    C.   Inspections, Studies, or Assessments:

      (1)During the feasibility period, Buyer, at Buyer's expense, may
         complete or cause to be completed any and all inspections, studies,
         or assessments of the Property (including all improvements and
         fixtures) desired by Buyer.
      (2)Seller, at Seller's expense, will turn on all utilities necessary for
         Buyer to make inspections, studies, or assessments.

      (4)Except for those matters that arise from the negligence of Seller
         or Seller's agents, Buyer is responsible for any claim, liability,
         encumbrance, cause of action, and expense resulting from Buyer's
         inspections, studies or assessments, including any property  damage
         or personal injury. Buyer will indemnify, hold harmless, and defend
         Seller  and  Seller's agents against any claim involving a  matter
         for which  Buyer  is  responsible under this paragraph.  J  This
         paragraph  survives termination of this contract.


    D. Property Information:

      (1)Delivery of Property Information: Within 10 days after the effective
         date, Seller will deliver to Buyer:

(TAR-1801) 10-18-05
Initialed for Identification by          Buyer /s/ ESC and Seller  /s/ RPJ


 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232

      [ ](d) copies of all notes and deeds of trust against the Property that
             Buyer will assume or that Seller will  not pay in full on or
             before closing;
      [ ](e) copies of all current service, maintenance, and management
             agreements relating to the ownership and operation of the
             Property;
      [ ](f) copies of current utility capacity letters from the Property's
             water and sewer service provider;
      [ ](g) copies of all current warranties and guaranties relating to all
             or part of the Property;
      [ ](h) copies of fire, hazard, liability, and other insurance policies
             that currently relate to the Property;
      [ ](i) copies of all leasing or commission agreements that currently
             relate to all or part of the Property;
      [ ](j) a copy of the "as-built" plans and specifications and plat of
             the Property;
      [ ](k) copies of all invoices for utilities and repairs incurred by
             Seller for the Property in the 24 months immediately preceding
             the effective date;
      [ ](I) a copy of Seller's income and expense statement for the
             Property from to
      [X](m) copies of all previous environmental assessments, geotechnical
             reports, studies, or analyses made on or relating to the
             Property;
      [X](n) real & personal property tax statements for the Property for the
             previous 2 calendar years; and
      [ ](o)




      (2) Return of Property Information: If this contract terminates for any
          reason,  Buyer  will,  not later than 10 days after the termination
        date:  (a)  return  to Seller all those items described in  Paragraph
        7D(1)  that  Seller delivered to Buyer and all copies that Buyer made
        of  those  items;  and  (b)  deliver  copies  of  all  inspection and
        assessment  reports  related to the Property that Buyer  completed or
        caused  to be completed. This Paragraph 7D(2) survives termination of
        this contract.

    E. Contracts Affecting Operations: Until closing, Seller: (1)will operate
      the Property  in  the  same  manner as  on  the  effective  date  under
      reasonably  prudent  business standards; and (2) will  not transfer  or
      dispose of  any  part of the Property, any interest  or  right  in  the
      Property, or  any of the personal property or other items described  in
      Paragraph 2B or sold under this contract. After the feasibility  period
      ends, Seller may not enter into, amend, or terminate any other contract
      that affects  the  operations of the Property without  Buyer's  written
      approval.


(TAR-1801) 10-18-05
Initialed for Identification by          Buyer /s/ ESC and Seller  /s/ RPJ


 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232

BROKERS

  A. The brokers to this sale are:


Mike Moore                              Hugh Ruggles
Cooperating Broker 0349914 License No.  Principal Broker  01143211 License No.

3355 Cherry Ridge suite 202             2500 Tanglewilde, suite 305
Address                                 Address

San Antonio, TX 78230                   Houston, TX 77063


(210)341-7501    (210)341-7561          (713)974-2288         (713)974-6503
phone            Fax                    Phone                  Fax

E-mail mmoore@emeraldreal.com           E-mail hruggles@texas-southwestgroup.
                                               com

Cooperating Broker represents          Principal Broker: (Check only one box)
buyer.                                 [X] represents Seller only.
                                       [ ] represents Buyer only.
                                       [ ] is an intermediary between
                                           Seller and Buyer.

Fees: (Check only one box.)

[ ] Seller will pay Principal Broker the fee specified by separate  written
    commission  agreement  between Principal Broker and Seller.  Principal
    Broker will  pay  Cooperating  Broker  the fee specified  in  the
    Agreement  Between Brokers found below the parties' signatures to this
    contract.
[X] At the closing of this sale, Seller will pay:

    Cooperating Broker a total         Principal Broker a total
    cash fee of:                       cash fee of:

    [ ] 3.000 % of the sales price.   [X] 1. 000 % of the sales price.


The cash fees will be paid in Bexar County, Texas. Seller authorizes
escrow agent to pay the brokers from the Seller's proceeds at closing.

NOTICE: Chapter 62, Texas Property Code, authorizes a broker to
        secure an earned commission with a lien against the Property.

   C. The parties may not amend this Paragraph 9 without the written consent
      of the brokers affected by the amendment.

10. CLOSING:

   A. The closing of the sale will be on or before   December 31, 2007
      or within 7 days after objections made under Paragraph 6D have
      been cured or waived, whichever date is later (the closing date).

(TAR-1801) 10-18-05
Initialed for Identification by          Buyer /s/ ESC and Seller  /s/ RPJ


 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232

    B. If either party fails to close by the closing date, the non-defaulting
       party may exercise the remedies in Paragraph 15.
    C. At closing,  Seller will execute and deliver to Buyer,  at  Seller's
       expense, a general IA special warranty deed. The deed must include  a
       vendor's lien if any part of the sales price is financed. The deed must
       convey good and indefeasible title  to  the  Property  and  show  no
       exceptions  other  than  those permitted under  Paragraph  6 or other
       provisions of this contract. Seller must convey the Property:
       (1) with no liens, assessments, or Uniform Commercial Code or other
           security interests against the Property which will not be
           satisfied out of the sales price, unless securing loans Buyer
           assumes;
       (2) without any assumed loans in default; and
       (3) with no persons in possession of any part of the Property as
           lessees, tenants at sufferance, or trespassers except tenants
           under the written leases assigned to Buyer under this contract.

    D. At closing, Seller, at Seller's expense, will also deliver to Buyer:
       (1) tax statements showing no delinquent taxes on the Property;
       (3) an assignment of all leases to or on the Property;
       (4) to the extent that the following items are assignable, an
           assignment to Buyer of the following items as they relate to the
           Property or its operations:
         (a) licenses and permits;
         (b) maintenance, management, and other contracts; and
         (c) warranties and guaranties;
       (6) evidence that the person executing this contract is
           legally capable and authorized to bind Seller;
       (7) an affidavit acceptable to the escrow agent stating that Seller
           is not a foreign person or, if Seller is a foreign person, a
           written authorization for the escrow agent to: (i) withhold from
           Seller's proceeds an amount sufficient to comply applicable tax
           law; and (ii) deliver the amount to the Internal Revenue Service
           together with appropriate tax forms; and
       (8) any notices, statements, certificates, affidavits, releases, and
           other documents required by this contract, the commitment, or law
           necessary for the closing of the sale and the issuance of the title
           policy, all of which must be completed and executed by Seller as
           necessary.

    E. At closing, Buyer will:
      (1) pay the sales price in good funds acceptable to the escrow agent;
      (2) deliver evidence that the person executing this contract is legally
          capable and authorized to bind Buyer;
      (3) sign and send to each tenant in the Property a written statement
          that:
       (a)acknowledges Buyer has received and is responsible for the tenant's
          security deposit; and
       (b)specifies the exact dollar amount of the security deposit;
      (4) sign an assumption of all leases then in effect; and
      (5) execute and deliver any notices, statements, certificates, or other
          documents required by this contract or law necessary to close the
          sale.

    F.Unless the parties agree otherwise, the closing documents will be as
      found in the basic forms in the current edition of the State Bar of
      Texas Real Estate Forms Manual without any additional clauses.

 11  POSSESSION: Seller will deliver possession of the Property to Buyer upon
   closing and funding of this sale in its present condition with any repairs
   Seller  is  obligated to complete under this contract, ordinary  wear  and
   tear  excepted. Any possession by Buyer before closing or by Seller  after
   closing that is not authorized by a separate written lease agreement is  a
   landlord-tenant at sufferance relationship between the parties.

(TAR-1801) 10-18-05
Initialed for Identification by          Buyer /s/ ESC and Seller  /s/ RPJ


 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232


 12. SPECIAL PROVISIONS: (Identify exhibit if special provisions are
     contained in an attachment.) See Exhibit A



 13. SALES EXPENSES:
   A. Seller's Expenses: Seller will pay for the following at or before
   closing:
    (1) releases of existing liens, other than those liens assumed by Buyer,
        including prepayment penalties and recording fees;
    (2) release of Seller's loan liability, if applicable;
    (3) tax statements or certificates;
    (4) preparation of the deed and any bill of sale;
    (5) one-half of any escrow fee;
    (6) costs to record any documents to cure title objections that
        Seller must cure; and -

B. Buyer's Expenses: Buyer will pay for the following at or
   before closing:
    (1) all loan expenses and fees;
    (2) preparation fees of any deed of trust;
    (3) recording fees for the deed and any deed of trust;
    (4) premiums for flood and hazard insurance as may be required by Buyer's
        lender;
    (5) one-half of any escrow fee; and

 14. PRORATIONS:



 (A)  Prorations:

   (1) Interest on any assumed loan, taxes, rents and any expense
       reimbursements from tenants will be prorated through the closing date.
   (2) If Buyer assumes a loan or is taking the Property subject to an
       existing lien, Seller will transfer all reseve deposits held by the
       lender for the payment of taxes, insurance premiums, and other


(TAR-1801) 10-18-05
Initialed for Identification by          Buyer /s/ ESC and Seller  /s/ RPJ



 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232


        charges to Buyer at closing and Buyer will reimburse such amounts to
        Seller by an appropriate adjustment at closing.

   B. Rollback Taxes: If Seller changes the use of the Property before closing
      or  if a denial of a special valuation on the Property claimed by Seller
      results  in  the assessment of additional taxes, penalties, or  interest
      (assessments) for periods before closing, the assessments  will  be  the
      obligation of Seller. If this sale or Buyer's use of the Property  after
      closing  results in  additional assessments  for periods before closing,
      the assessments will be the obligation of Buyer. This Paragraph 14B
      survives closing.

   C. Rent and Security Deposits: At closing, Seller will tender to Buyer all
      security deposits and the following advance payments received by Seller
      for periods after closing: prepaid expenses, advance rental payments,
      and other advance payments paid by tenants. Rents prorated to one party
      but received by the other party will be remitted by the recipient to the
      party to whom it was prorated within 5 days after the rent is received.
      This Paragraph 14C survives closing.

 15. DEFAULT:

   A. If Buyer fails to comply with this contract, Buyer is in default and
      Seller may:
      (1)terminate this contract and receive the earnest money as liquidated
         damages, thereby releasing the parties from this contract; or
      (2)enforce specific performance, or seek other relief as may be
         provided by law, or both.
   C. Except as provided in Paragraph 15B, if Seller fails to comply with
      this contract, Seller is in default and Buyer may:
      (1)terminate this contract and receive the earnest money, less any
         independent consideration under Paragraph 7B(1), as liquidated
         damages, thereby releasing the parties from this contract; or
      (2)enforce specific performance, or seek such other relief as may be
         provided by law, or both.

 16. CASUALTY LOSS AND CONDEMNATION:

     A.If any part of the Property is damaged or destroyed by fire or other
       casualty  after the effective date, Seller must restore the Property
       to its previous condition as soon as reasonably possible and not
       later than the closing date. If, without fault, Seller is unable
       to do  so,  Buyer  may:
       (1) terminate this contract and the earnest money, less any
           independent consideration under Paragraph 7B(1), will be refunded
           to Buyer;
       (2) extend the time for performance up to 15 days and closing will be
           extended as necessary; or
       (3) accept at closing: (i) the Property in its damaged condition;
           (ii) an assignment of any insurance proceeds Seller is entitled to
           receive along with the insurer's consent to the assignment; and
           (iii) a credit to the sales price in the amount of any unpaid
           deductible under the policy for the loss.

     B. If before closing, condemnation proceedings are commenced against any
        part of the Property, Buyer may:
        (1) terminate this contract by providing written notice to Seller
            within 15 days after Buyer is advised of the condemnation
            proceedings and the earnest money, less any independent
            consideration under Paragraph 7B(1), will be refunded to Buyer;
            or
        (2) appear and defend the condemnation proceedings and any award
            will, at Buyer's election, belong to: (a) Seller and the sales
            price will be reduced by the same amount; or (b) Buyer and the
            sales price will not be reduced.

(TAR-1801) 10-18-05
Initialed for Identification by          Buyer /s/ ESC and Seller  /s/ RPJ



 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232

  17. ATTORNEY'S FEES: If Buyer, Seller, any broker, or any escrow agent is a
      prevailing party in any legal proceeding brought under or with relation
      to this contract or this transaction, such party is entitled to recover
      from the non-prevailing parties all costs of such proceeding and
      reasonable attorney's fees. This Paragraph 17 survives termination of
      this contract.

 18. ESCROW:

     A. At closing, the earnest money will be applied first to any cash down
        payment, then to Buyer's closing costs, and any excess will be
        refunded to Buyer.

     B. If both parties make written demand for the earnest money, escrow
        agent may require payment of unpaid expenses incurred on behalf
        of the parties and a written release of liability of escrow agent
        from all parties.

     C. If one party makes written demand for the earnest money, escrow agent
        will give notice of the demand by providing to the other party a copy
        of the demand. If escrow agent does not receive written objection to
        the demand from the other party within 15 days after the date escrow
        agent sent the demand to the other party, escrow agent may disburse
        the earnest money to the party making demand, reduced by the amount
        of unpaid expenses incurred on behalf of the party receiving the
        earnest money and escrow agent may pay the same to the creditors.

     D. Escrow agent will deduct any independent consideration under Paragraph
        7B(1) before disbursing any earnest money to Buyer and will pay the
        independent consideration to Seller.

     E. If escrow agent complies with this Paragraph 18, each party hereby
        releases escrow agent from all claims related to the disbursal of
        the earnest money.

     F. Notices under this Paragraph 18 must be sent by certified mail,return
        receipt requested. Notices to escrow agent are effective upon
        receipt by  escrow agent.

 19. MATERIAL FACS: To the best of Seller's knowledge and belief:
     (Check only one box.)

 [ ] A. Seller is not aware of any material defects to the Property except
        as stated in the attached Property Condition Statement.
 [X] B. Except as otherwise provided in this contract,Seller is not aware of:
       (1) any subsurface: structures, pits, waste, springs, or improvements;
       (2) any pending or threatened litigation, condemnation, or assessment
           affecting the Property;
       (3) any environmental hazards or conditions that materially affect the
           Property;
       (4) whether the Property is or has been used for the storage or
           disposal of hazardous materials or toxic waste, a dump site or
           landfill, or any underground tanks or containers;
       (5) whether radon, asbestos containing materials, urea-formaldehyde
           foam insulation, lead-based paint, toxic mold (to the extent that
           it adversely affects the health of ordinary occupants), or other
           pollutants or contaminants of any nature now exist or ever existed
           on the Property;
       (6) any wetlands, as defined by federal or state law or regulation,
           on the Property;
       (7) any threatened or endangered species or their habitat on the
           Property;
       (8) any present or past infestation of wood-destroying insects in  the
           Property's improvements;
       (9) any contemplated material changes to the Property or surrounding
           area that would materially and detrimentally affect the ordinary
           use of the Property;
      (10) any material physical defects in the improvements on the Property;
           or
      (11) any condition on the Property that violates any law or ordinance.

      (Describe any exceptions to (1)-(11) in Paragraph 12 or an addendum.)



(TAR-1801) 10-18-05
Initialed for Identification by          Buyer /s/ ESC and Seller  /s/ RPJ



 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232

 20.NOTICES: All notices between the parties under this contract must be in
    writing and are effective when hand-delivered, mailed by certified mail
    return receipt requested, or sent by facsimile transmission to the
    parties addresses or facsimile numbers stated in Paragraph 1. The parties
    will send copies of any notices to the broker representing the party to
    whom the notices are sent.
 [X]A. Seller also consents to receive any notices by e-mail at Seller's  e-
       mail  address stated in Paragraph 1. ID
 [X]B  Buyer also consents to receive any notices by e-mail at Buyer's e-mail
       address stated in Paragraph 1.

 21.DISPUTE RESOLUTION: The parties agree to negotiate in good faith in  an
    effort to resolve any dispute related to this contract that may arise.
    If the dispute cannot be resolved by negotiation, the parties will submit
    the dispute to mediation before resorting to arbitration or litigation and
    will equally share the costs of a mutually acceptable mediator. This
    paragraph survives termination of this contract. This paragraph does not
    preclude a party from seeking equitable relief from a court of competent
    jurisdiction.

 22.AGREEMENT OF THE PARTIES:

  A. This contract is binding on the parties, their heirs, executors,
     representatives, successors, and permitted assigns.

  B. This contract is to be construed in accordance with the laws of the State
     of Texas.

  C. This contract contains the entire agreement of the parties and may not be
     changed except in writing.

  D. If this contract is executed in a number of identical counterparts, each
     counterpart is an original and all counterparts, collectively,
     constitute one agreement.

  E. Addenda which are part of this contract are: (Check all that apply.)

   [X] (1) Property Description Exhibit identified in Paragraph 2;
   [ ] (2) Commercial Contract Condominium Addendum;
   [ ] (3) Commercial Contract Financing Addendum;
   [ ] (4) Commercial Property Condition Statement;
   [ ] (6) Notice to Purchaser of Real Property in a Water District (MUD);
   [ ] (7) Addendum for Coastal Area Property;
   [ ] (8) Addendum for Property Located Seaward of the Gulf Intracoastal
           Waterway; and
   [X] (9) Proof of Darden Lease Termination


      (Note: Counsel for the Texas Association of REALTORS (TAR) has
      determined that any of the foregoing addenda which are promulgated by
      the Texas Real Estate Commission (TREC) or published by TAR are
      appropriate for use with this form)

   F. Buyer  may [X] only [  ] may  not assign this contract to an affiliate
      of Buyer. If Buyer assigns this contract, Buyer will be relieved of any
      future liability under this contract only if the assignee assumes, in
      writing, all of Buyer's obligations under this contract.

 23.  TIME: Time is of the essence in this contract. The parties require
      strict compliance with the times for performance. If the last day to
      perform under a provision of this contract falls on a Saturday, Sunday,
      or legal holiday, the time for performance is extended until the end
      of the next day which is not a Saturday, Sunday, or legal holiday.

 24.  EFFECTIVE DATE: The effective date of this contract for the purpose of
      performance of all obligations is the date the escrow agent receipts
      this contract after all parties execute this contract.

(TAR-1801) 10-18-05
Initialed for Identification by          Buyer /s/ ESC and Seller  /s/ RPJ



 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232

25. ADDITIONAL NOTICES:

   A. Buyer should have an abstract covering the Property examined by an
      attorney of Buyer's selection, or Buyer should be furnished with or
      obtain a  title policy.

   B. If the Property is situated in a utility or other statutorily created
      district providing water, sewer, drainage, or flood control facilities
      and services, Chapter 49, Texas Water Code, requires Seller to deliver
      and Buyer to sign the statutory notice relating to the tax rate,
      bonded indebtedness, or standby fees of the district before final
      execution of this contract.

   C. Notice Required by 13.257, Water Code: "The real property, described
      below, that you are about to purchase may be located in a certificated
      water or sewer service area, which is authorized by law to provide
      water or sewer service to the properties in the certificated area.
      If your property is located in a certificated area there may be special
      costs or charges that you will be required to pay before you can receive
      water or sewer service. There may be a period required to construct
      lines or other facilities necessary to provide water or sewer service
      to your property. You are advised to determine if the property is in a
      certificated area and contact the utility service provider to determine
      the cost that you will be required to pay and the period, if any, that
      is required to provide water or sewer service to your property. The
      undersigned purchaser hereby acknowledges receipt of  the foregoing
      notice at or before the execution of a binding contract for the
      purchase of the real property described in the notice or at closing of
      purchase of the real property." The real property is described in
      Paragraph 2 of this contract.

   D. If the Property adjoins or shares a common boundary with the tidally
      influenced submerged lands of the state, 33.135, Texas Natural
      Resources Code requires a notice regarding coastal area property to
      be included as part of this contract.

   E. If the Property is located seaward of the Gulf Intracoastal, Waterway,
      61.025, Texas Natural Resources Code, requires a notice regarding the
      seaward location of the Property to be included as part of this
      contract.

   F. If the Property is located outside the limits of a municipality, the
      Property may now or later be included in the extra-territorial
      jurisdiction (ETJ) of a municipality and may now or later be subject to
      annexation by the municipality. Each municipality maintains a map that
      depicts its boundaries and ETJ. To determine if the Property is located
      within a municipality's ETJ, Buyer should contact all municipalities
      located in the general proximity of the Property for further
      information.

   G. If apartments or other residential units are on the Property and the
      units were built before 1978, federal law requires a lead-based paint
      and hazard disclosure statement to be made part of this contract.

   H. Section 1958.154, Occupations Code requires Seller to provide Buyer a
      copy of any mold remediation certificate issued for the Property
      during the 5 years preceding the date the Seller sells the Property.

   I. Brokers are not qualified to perform property inspections, surveys,
      engineering studies, environmental assessments, or inspections to
      determine compliance with zoning, governmental regulations, or laws.
      Buyer should seek experts to perform such services. Selection of
      experts, inspectors, and repairmen is the responsibility of Buyer
      and not the brokers.

26.  CONTRACT  AS  OFFER: The execution of this contract by the first party
     constitutes an offer to buy or sell the Property. Unless the other party
     accepts the offer by 5:00 p.m., in the time zone in which the Property
     is located, on November 2, 2007 the offer will lapse and become null and
     void.


(TAR-1801) 10-18-05
Initialed for Identification by          Buyer /s/ ESC and Seller  /s/ RPJ



 Commercial Contract - Improved Property concerning     14402 San Pedro Ave.
 San Antonio, TX 78232



 READ  THIS  CONTRACT CAREFULLY. THE BROKERS AND AGENTS MAKE NO REPRESENTATION
 OR  RECOMMENDATION  AS  TO  THE  LEGAL  SUFFICIENCY,  LEGAL  EFFECT,  OR  TAX
 CONSEQUENCES  OF  THIS DOCUMENT OR TRANSACTION. CONSULT YOUR ATTORNEY  BEFORE
 SIGNING.


 Buyer: Prospertity Bank                Seller: /s/ Rober P Johnson

 By: /s/ Edward S Casseb                By:

 Printed Name: Edward Casseb            Printed Name: Robert P Johnson

 Title: President                       Title: President

 Buyer:                                 Seller:

 By:                                    By:

 Printed Name:                          Printed Name:

 Title:                                 Title:









                        EXHIBIT A

Representations and Covenants of Seller. (The following
are deemed to be in addition to and supplemental to
"Section 19. MATERIAL FACTS.")

Seller hereby represents to Purchaser that the facts
recited below are true and accurate and will be true and
accurate at Closing:

    (a)  Seller has and will have at Closing good and indefeasible title,
in fee simple to the Property, free and clear of all liens (except
those to be satisfied with the Purchase Price at the Closing).

    (b)  No Party except as set forth herein has or shall have any rights
in or to acquire the Property except as reflected in the Title
Commitment.

    (c)  Seller has no knowledge of any pending condemnation, liens,
special assessments, or similar proceedings or charges affecting the
Property by any governmental authority.

    (d)  Seller is not a foreign corporation, foreign partnership, foreign
trust, or foreign estate, or non-resident alien for purposes of US
income taxation, pursuant to Section 1445 of the Internal Revenue
Code.

    (e)  There are no leases affecting any portion of the Property and
there are no options or contracts granting any rights to acquire any
right, title or interest in any portion of the Property, except those
listed in the Title Commitment.

    (f)   Seller  has  not  received  any  notice  of  any
violation of any ordinance, regulation, law or statute  of
any government agency or instrumentality pertaining to the
Property  of  any  portion  thereof  which  has  not  been
complied with.
    (g)  Seller  has  no  knowledge of any  action,  suit,
proceeding  or  claim affecting Seller  or  the  Property,
relating  to  or  arising  out of  any  lease,  option  or
contract   affecting  the  Property,  or  the   ownership,
operation,  use or occupancy of the Property,  pending  or
being  prosecuted in any court or by or before any  agency
or   other  governmental  instrumentality  nor,   to   the
knowledge of Seller, has any such action, suit, proceeding
or  claim  been  threatened or  asserted.  Seller  has  no
knowledge  of  any proceeding pending or  presently  being
prosecuted  in connection with the assessed  valuation  or
taxes  of  other  impositions payable in  respect  of  any
portion of the Property.
     (h)  To the Best of Seller's knowledge No work has been
performed or is in progress by Seller at, and no materials
have been furnished to, the Property which might give rise
to  mechanic's, materialman's or other liens  against  the
Property.

     (i)  To the best of Seller's knowledge, the property
currently has utility service to its boundaries including
water, wastewater, storm sewer, telephone, electric and
gas. The Property currently leas
     (j)  To the best of seller knowledge The Property currently
has cross access and easement rights and benefits providing
pedestrian and vehicular access to and from the Property
     (k)  If applicable, Seller agrees to execute any documents
required by the controlling governing authority to  replat
or  rezone  the Property, provided, however,  that  Seller
shall   not  incur  any  liability  or  expense  in   such
replatting.  The  necessity to replat or rezone  shall  be
determined by Purchaser in its sole discretion.

    Section 3.02 Environmental Matters. Seller warrants to
the  best  of  its  knowledge that no underground  storage
tanks are located on the Property and that the Property is
free from environmental or hazardous materials.
    Seller  hereby  agrees to indemnify Purchaser  against
any  costs  or  damages,  including reasonable  attorney's
fees,  in  connection with any environmental contamination
on  the Property resulting directly from actions of Seller
prior to the Closing, or in connection with any breach  of
Seller's  representations  and  warranties  made  in  this
Section  3.02.  Notwithstanding anything to  the  contrary
contained  elsewhere in this Agreement, the provisions  of
this Section 3.02 shall survive the Closing.




                      EXHIBIT A-3

                           DESCRIPTION

Tract I:
2.041 acres, or 88,900 square feet, tract of land being all of
Lot 10, Block 1, New City Block.17115, Brookhollow Subdivision,
Unit 1, an addition to the City of Ban Antonio, Bexar County,
Texan according to the map or plat thereof, recorded in, Volume
9540, Page 196, Deed and Plat Records of Bexar County, Texas.
Said 2.041 -acres being further described by metes and bounds as
follows:

BEGINNING At a found 1/2" iron rod, said point being
        the northwest corner of this tract and the
        southwest corner of Lot 11 of said Brookhollow
        Subdivision Unit 1, on the east right of way
        line of U.S. Highway 281 also known as San
        Pedro Avenue', a 300-foot right-of-way;

TRENCH; S 71 10'50" E, departing from the east right-of-
        way line of said U.S. Highway 281, along the
        north line of said Lot 10 a distance of 328.88
        feet to a found 1/2" iron rod with cap marked
        "Vickery";

THENCE:S 18 49'10" W, along the east line of said Lot
        10 and the west line of Lot 9, of said
        Brookhollow Subdivision Unit-1, a distance of
        220.38 feet to a found lead plug & tack;

    THE  35  39'39"  W, along the east line  of  said
    NCE Lot  10  and the west line of Lot 9,  of  said
      : Brookhollow Subdivision Unit-1, a distance  of
       84.40  feet to a found 1/2" iron rod with  cap
       marked  "Vickery"  on the  north  right-of-way
       line Cetral Parkway North, a 60 foot right-of-
       way;


THENCE: S 54 20'21" W, along the north right-of-way
       line of Central Parkway North, a distance of
       6.43 feet to a set 1/2" iron rod with yellow
       cap marked "Pape-Dawson" at a point of
       curvature;

THENCE: Northwesterly, and westerly, with a curve to
       the left, said curve having a radius of 740.00
       feet, a central angle of 18 34'09" a chord
       bearing and distance of N 63 37'26"W, 238.78
       feet, and an arc length of 239.83 feet, along
       the north right-of-way line of said Central
       Parkway North to a set 1/2" iron rod with
       yellow cap marked "Pape-Dawson" at a point of
       tangency;

THENCE: N 72 54'30" W, along the north right-of-way
       line of said Central Parkway North, a
       distance of 10.46 feet to a set 1/2" iron
       rod with yellow cap marked "Pape-Dawson" at
       a point of curvature;

THENCE: Westerly, northwesterly, and northerly, along
       the  north  right-of-way line of said  Central
       Parkway  North,  with a curve  to  the  right,
       said  curve having a radius of 45.00  feet,  a
       central angle of 70 32'15"a chord bearing  and
       distance of N 37 38'23" V, 51.97 feet, and  an
       arc length of








                           DESRIPTION

55.40 feet to a found nail at a point of curvature;
THENCE: Northerly; along the east right-of-way line of
       said U.S. Highway 282, with a curve having
       radius of.10.00 feet, a central angle of 19
       28'36", a chord bearing and distance of N 07
       22'03"E, 3.38 feet, and an arc length of'3.40
       feet to a found "+" in rock at a point of
       intersection of a non-tangent line;

THENCE: N 17 05'30"E, a distance of 236.29 feet to the
       POINT OP BEGINNING and containing 2.041 acres
       in the City of San Antonio, Bexar-County,
       Texas. .Said tract being described in
       accordance with a survey prepared by Pape-
       Dawson Engineers Inc.

Tract II:
Easement Estate created by that certain Declaration of
Covenants, Restrictions and Easements by Orion Brookhollow
Developers, Ltd. dated March 12, 1998, filed for record on
March 16, 1998 and recorded in Volume 7385, Page 469, Official
Public Records of Real Property of Bexar County, Texas

NOTE: THIS COMPANY DOES NOT REPRESENT THAT THE ABOVE ACREAGE
AND/OR SQUARE FOOTAGE CALCULATIONS ARE CORRECT.