PURCHASE AGREEMENT
                     6409 North Navarro Road
                          Victoria, TX

This  AGREEMENT, entered into effective as of the  11  of  April,
2002.

l.   PARTIES.  Seller  is  AEI  Real  Estate  Fund  XVI   Limited
Partnership ("Seller").  Seller holds an undivided 100%  interest
in  the fee title to that certain real property legally described
in  the  attached Exhibit "A" (the "Property").  Buyer is FordTex
Investments, Inc., 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.  Seller  will
also  transfer  its ownership interest in the personalty  on  the
attached  Exhibit B by way of a Quit Claim Bill of Sale.   Seller
has no knowledge of any outstanding third party lien interests in
this personalty.

3.  PURCHASE  PRICE.  The purchase price  for  this  Property  is
$725,000  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 $20,000
     in cash or good funds (the "First Payment") to Lawyers Title
     Insurance Corporation,  Crossroads Abstract & Title Company,
     Attn:  Denise  McCue,  104 South Main Street,  Victoria,  TX
     77901  ("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
     unless  Seller shall default hereunder or this agreement  is
     properly cancelled by Buyer pursuant to the terms hereof.

     (b)  Buyer  will pay the balance of purchase price  for  the
     Property, $705,000 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  thirtieth
day  after  the  Inspection  and  Feasibility  Study  Period  (as
extended, if applicable) is completed.

6.  DUE  DILIGENCE. Buyer will have until the expiration  of  the
60th  day  after  the  Effective Date of  this  "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  at  Buyer's  sole
expense.  Buyer agrees to indemnify and hold Seller 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. If this Agreement is not  canceled  as
set  forth  herein,  the  First Payment shall  be  non-refundable
unless  Seller  shall  default hereunder  or  this  Agreement  is
properly cancelled by Buyer pursuant to the terms hereof.

      If  Buyer  cancels this Agreement as permitted  under  this
Section  or Section 16, except for 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  promptly
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
relinquished 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.  Seller  shall
notify Escrowee upon Seller's acceptance of this Agreement.

8.  TITLE.  Closing  will be conditioned  on  the  commitment  of
Escrowee 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 exceptions reflected
in  the  title  commitment reasonably acceptable  to  Buyer  (the
"Permitted   Exceptions"),  current  real  property   taxes   and
assessments;  and survey exceptions.  Seller shall have  a  Title
Commitment issued and tendered to Buyer within twenty  (20)  days
of the date this Purchase Agreement is delivered to Escrowee.

       Buyer  shall  be  allowed  until  the  expiration  of  the
"Inspection and Feasibility Study Period" for examination and the
making  of  any  objections to the survey and  to  any  exception
contained in the Title Commitment, said objections to be made  in
writing  or  deemed waived.  If any objections are so  made,  the
Seller  shall  be  allowed  thirty  (30)  days  to  cure  Buyer's
objections,  or  in the alternative to obtain  a  commitment  for
insurable title insuring over Buyer's objections.  If within such
30-day  period  Seller fails to cure Buyer's  objections,  or  is
unable   to   obtain   insurable  title  to  Buyer's   reasonable
satisfaction, Buyer may elect to cancel this Agreement and (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.


      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
The  Ron  Brown Company only.  Seller shall pay for the  cost  of
issuing  the title commitment and the cost of the title insurance
premium  for an Owner's policy.  Buyer will pay one-half  of  the
escrow fees, the costs of a new survey or an update to the Survey
in  Seller's possession (if an update is required by Buyer).  All
other  closing  costs shall be paid by Seller and  Buyer  in  the
manner  in which such costs are customarily paid by such  parties
in transactions involving real property in Tarrant County, Texas.
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 and any known increase in the assessed valuation or the
tax  rate. 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.  However, Seller
shall remain responsible for the pro-rata share of taxes prior to
closing  and  Buyer assumes the responsibility for  the  pro-rata
share  of  taxes after closing.  Seller and Buyer agree that  the
parties shall, if necessary, re-prorate the taxes when actual tax
bills  for the year of closing are available.  This agreement  to
re-prorate taxes shall survive closing.

11. SELLER'S REPRESENTATION AND AGREEMENTS.

     Seller represents and warrants as of this date that:

     (i)    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.  Seller has notified Buyer that the personalty in the
     Property  is  presently subject to a personal  property  tax
     lien.

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

     (iii)   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)  Buyer acknowledges and agrees that Buyer is not relying
     upon  any  representation or warranties made  by  Seller  or
     Seller's Agent except those provided herein.

     (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  of
     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 the  Permitted
     Exceptions  conveying  good and indefeasible  title  of  the
     Property  to  Buyer.  At Closing, Seller  shall  deliver  to
     Buyer  and  the Title Company a standard Seller's  Affidavit
     regarding liens and judgments.  Buyer will be given five (5)
     business  days, prior to closing, to review and approve  all
     closing documents.

     (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  to the Property and Seller will be relieved  of  all
obligations and will be entitled to retain all monies  heretofore
paid by the Buyer as Seller's sole remedy.

      If  Seller shall default, Buyer may, at its option,  either
terminate this Agreement and receive a full and immediate  refund
of  the First Payment or seek to enforce specific performance  of
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  other than S. R. Barker Company whom Buyer represents
     shall be paid by The Ron Brown Company.




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 the end of  the
     Inspection  and  Feasibility Study Period to  complete  such
     physical inspections.

     (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,
     and shall survive closing.

     (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 the Inspection and Feasibility Study Period.  If
     Buyer  terminates this Agreement prior to the expiration  of
     the  Inspection  and  Feasibility Study Period,  Buyer  will
     provide  Seller with copies of all reports and test  results
     Buyer had performed on the Property.

     (d)  Seller  shall deliver to Buyer, on or before  ten  (10)
     days  following  the date Seller signs this  Agreement,  the
     following items to the extent within Seller's possession, or
     if such item(s) do not exist or Seller does not possess such
     items, a statement to that effect:

          (a.) Any Environmental reports affecting the Property;
          (b.) Any leases on the Property;
          (c.) All surveys of the property.

     If  this  transaction does not close as scheduled, Purchaser
     shall  return  the  items set forth in (a.)-(c.)  to  Seller
     within  a  reasonable  time following  termination  of  this
     Agreement.

     The  Inspection  and  Feasibility  Study  Period  shall   be
     extended  for  one (1) day for each day by which  Seller  is
     late in delivering the items (a.)-(c.).

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  or  notice  of  a taking  is  received  from  any
     condemning authority (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.  John Crews of The  Ron  Brown
Company  is  the broker representing the Seller (and  the  Seller
only)  in  this transaction. The Buyer is represented  by  S.  R.
Barker  with the S.R. Barker Company in this transaction.  Seller
will  pay The Ron Brown Company a commission of $43,500 (and only
shall  be  paid  commission if this transaction  as  contemplated
shall  close).  Seller will not be responsible for any  proration
of  the  commission between The Ron Brown Company and the  S.  R.
Barker Company.  The S.R. Barker Company will look solely to  The
Ron  Brown  Company  or  Buyer for its  share,  if  any,  of  the
commission.  The Buyer and Seller both represent and warrant that
no  other  brokers have 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 either party elects to cancel this Contract
because  of any breach by the other party, the party electing  to
cancel shall deliver to the defaulting party and the escrow agent
a  notice stating that this Contract shall be canceled unless the
breach  is  cured  within 5 days following the  delivery  of  the
notice  to  the  defaulting party.  If the breach  is  not  cured
within  the  5 days following the delivery of the notice  to  the
defaulting party, 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)  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.



     (c)  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:

          Attention:  Robert P. Johnson
          AEI Real Estate Fund XVI Limited Partnership
          1300 Minnesota World Trade Center
          30 E. 7th Street
          St. Paul, MN  55101-4901

     If to Buyer:

          Tom Ford                      Photo copy to:
          c/o FordTex Inv. Inc.         S.R. Barker Co.
          P.O. Box 1377                 1106 San Antonio Street
          Taylor, Texas  76574          Austin, Texas 78701



     (d)  Buyer may assign this Agreement at any time without the
     consent or prior approval of Seller, and following any  such
     assignment, Seller agrees to close this transaction with the
     assignee  of  Buyer.  The original Buyer named herein  shall
     remain liable for any indemnity obligations hereunder.

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
$20,000.00  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  by
fully  executing this contract and giving both Buyer and Escrowee
written notice thereof; if not accepted by Seller, Escrowee shall
immediately  return  the First Payment to  Buyer  and  shall  not
require  any releases by the Seller.  The Effective Date of  this
Agreement  shall  be  the date Buyer receives  a  fully  executed
original counterpart of this Agreement.




IN  WITNESS  WHEREOF,  the Seller and Buyer  have  executed  this
Agreement  effective as of the day and year above first  written,
and  Broker has executed this agreement confirming the amount and
manner of commission payable to it.


BUYER:

     FordTex Investments, Inc.

     By: /s/ Tom Ford

     Its:    Pres
            Title

SELLER:

     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
             Mark E. Larson, 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                 , 2002, 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  Victoria
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.



Lawyers Title Insurance Corporation


By:

Its:








                           EXHIBIT "A"


TRACT 1

Lot  One  (1),  in Block One (1) of Southwestern  Medical  Center
Subdivision,  an  addition  to the  City  of  Victoria,  Victoria
County, Texas, according to the established map and plat of  said
addition  of record in Volume 7, Page 174A and 174B of  the  Plat
Records of Victoria County, Texas.

TRACT II

An  easement estate as to the real property described on Annex  I
attached hereto, consisting of 0.0630 acres, more or less.



EXHIBIT A LEGAL DESCRIPTION



                             AMEX I

                           0.0630 ACRE



THE STATE OF TEXAS)

THE COUNTY OF VICOTRIA)


BEING  a  0.0360 (2744 sq. ft.) acre tract of land  for  easement
situated  in  the  John  Hughes Survey,  Abstract  182,  Victoria
county,  Texas and being a portion of that certain tract of  land
described  as  3.317 acres as conveyed by Ron  Brown,  et  al  to
Southwestern  Medical  Centers, Inc.  by  General  Warranty  Deed
recorded  in  Volume 1110, Page 595 of the Deed Records  of  said
County, said 0.0630 (2744 sq. ft.) acre tract of land being  more
fully described by metes and bounds as follows:

     COMMENCING at a 5/8 inch diameter iron rod found in the west
     right-of-way line of U.S. Highway No. 77 (N. Navarro Street)
     to  mark the common corner of the herein described tract and
     Midas  Addition,  an  addition  to  the  City  of  Victoria,
     Victoria County, Texas according to the established plat  of
     said  addition of record in Volume 6, Page 98  of  the  Plat
     Records  of said County, said iron rod bears North  02  deg.
     02'  27"  East, along said right-of-way line a  distance  of
     110.21 feet (110.00' by plat) from a 5/8 inch diameter  iron
     rod  found marking the common corner of said Midas  Addition
     and  Tommy  D's  Restaurant, an  addition  to  the  City  of
     Victoria,    Victoria  County,  Texas   according   to   the
     established plat of said addition recorded in Volume 6, Page
     281 of the Plat Records of said County and further said iron
     rod  (point of commencing)bears south 02 deg. 02' 27"  West,
     along said right-of-way line a distance of 465.16 feet  from
     a  5/8 inch diameter iron rod found marking the south corner
     of  that  certain  City of Victoria tract  as  described  in
     Volume  751,  page 360 of the Deed Records of  said  County,
     said found iron rods beings the basis of bearing herein:

     THENCE, North 02 deg 02' 27" East, along said west right-of-
     way  line, at 200.00 feet pass a 5/8 inch diameter iron  rod
     set to mark the northeast corner of 1.875 acre tract of land
     described  on  even  date herewith  and  continuing  for  an
     overall distance of 219.90 feet to a 5/8 inch diameter  iron
     rod set for the POINT OF BEGINNING HEREIN:

     THENCE, North 87 deg. 57' 33" west, A distance of 19.39 feet
     to a 5/8 inch diameter iron rod set for the corner;

     THENCE, South 02 deg. 02' 27" West, a distance of 19.90 feet
     to  a 5/8 inch diameter iron rod set for corner in the north
     line of said 1.875 acre tract;

     THENCE  North 87 deg 57' 33" West, along said north line,  a
     distance of 31.10 feet to a 5/8 inch diameter iron  rod  set
     for corner;

     THENCE  North 02 deg 02' 27" East, a distance of 62.00  feet
     to a 5/8 inch diameter iron rod set for corner;

     THENCE  South 87 deg 57' 33" East, a distance of 50.49  feet
     to  a  5/8  inch  diameter iron rod set for  corner  in  the
     aforesaid west right-of-way line;


     THENCE  South  02 deg. 02' 27" West, along said right-of-way
     line  a  distance of 42.10 feet to the POINT  OF  BEGINNING,
     CONTAINING within these metes and bounds 0.0630 acre or 2744
     square feet of land, more or less.


     EXHIBIT A LEGAL DESCRIPTION   Page 3


     Reservations from and Exceptions to Conveyance and Warranty:

     1. Standby  fees, taxes and assessments by and taxing authority
        for the year 1996 and subsequent years, and subsequent taxes
        and assessments by any taxing authority for prior years  due
        to  change in land usage or ownership, the payment of  which
        Grantee assumes.

     2. As to Tract I and II:  An undivided one-fourth (1/4) royalty
        interest  in all of the oil, gas and other minerals  in  and
        under the herein described property conveyed to  J.P.  Pool,
        Jr., et  al. in  instrument recorded in Volume 189, Page 538
        of the Deed Records of Victoria County, Texas.

     3. As  to  Tract  I and  II: Eleven foot (11') utility easement
        across  the front of said property as shown on survey, dated
        April 4, 1995, prepared by Urban Surveying, and according to
        the  General  Warranty  Deed recorded in Volume 1110 at Page
        595 of the Deed Records of Victoria County, Texas.

     4. As  to  Tract I:  Rights or claims, if any, of the adjoining
        property  owner  in  and  to  that  portion  of  the insured
        premises  lying  between the fence and Lot 1, Block 1 Midas:
        Addition property line as shown by the survey, dated April 4,
        1995, prepared by Urban Surveying, Inc.

     5. As  to Tract I:  Encroachment of the building located on Lot
        1, Block 1, Midas Addition onto the Property.

     6. As to Tract I:  A Southwestern Bell underground cable marker
        as  shown  by  the  survey, dated April 4, 1995, prepared by
        Urban Surveying, Inc.

     7. As  to Tract II:  Deed of Trust, dated May 5, 1987, executed
        by  Southwestern  medical  Centers,  Inc., in favor of Ed P.
        Magre, Trustee, securing the payment of a certain promissory
        note, dated of even date therewith, payable to the order  of
        Pansy  Hennessey  Dismukes, in the original principal amount
        of $407,860.30, and any other indebtedness described therein,
        filed for record on may 14, 1987,  recorded  in Volume 1420,
        at Page 198 of the Deed of Trust Records of Victoria county,
        Texas.  Said Deed of Trust was subordinated by Subordination
        Agreement, dated September 11, 1985, and recorded  in volume
        185,  Page 853 of the Official Records of  Victoria  County,
        Texas.

     8. As to Tract II:  Second Lien Deed of Trust, dated August 15,
        1994,  executed  by Southwestern Medical Center, in favor of
        John  N. McCamish, Jr. Trustee, securing the  payment  of  a
        certain  promissory note, of even date therewith, payable to
        the order of Ella  Marie  Migl,  in  the  original principal
        amount  of  $60,000, and any  other  indebtedness  described
        therein, filed for record  on  October 20, 1994, recorded in
        Volume 139, at Page 906 of the Official  Records of Victoria
        County,  Texas.   Said  Deed  of Trust was  subordinated  by
        Subordination  Agreement,  dated  September  11,  1995,  and
        recorded in Volume 185, Page 847 of the Official Records  of
        Victoria County, Texas.

     9. As  to Tract II:  Third Lien Deed of Trust, dated August 15,
        1994,  executed by  Southwestern Medical Center, in favor of
        Frank  Roberts,  Trustee,  securing the payment of a certain
        promissory note,  of  even  date  therewith,  payable to the
        order of Joe P. Edwards, in the original principal amount of
        $1,900,000.00, and any other indebtedness described therein,
        filed for record on October 20, 1994, recorded in Volume 139,
        at  Page  915  of the Official Records of  Victoria  County,
        Texas. Said Deed of Trust  was subordinated by Subordination
        Agreement, dated September 11, 1995,  and recorded in Volume
        185, Page 850 of the Official Records of Victoria County,
        Texas.




                            Exhibit B

        (1)  One (1) Kolpak walk-in freezer, Serial Number 953050080P,
        which includes a walk-in beer and wine cooler and conventional
        walk-in cooler, including shelving and racks.

        (2)  One (1) Bar Top/Upper Cabinet manufactured by Food Service
        Supplies, Inc., consisting of over bar structure with glass rack,
        bar top, and service cabinet.

        (3)  One (1) Captive Aire Exhaust Hood with pyrochem fire system
        and fan package.