VESSEL SALE AND PURCHASE AGREEMENT

      THIS  VESSEL SALE AND PURCHASE AGREEMENT (this "Agreement")  is
entered into as of the 28th day of July, 1997, by and between MIDWEST
MARINE MANAGEMENT COMPANY, a Missouri corporation, with its principal
offices located at 13545 Barrett Parkway Drive, Suite 120, St. Louis,
Missouri 63021 (hereinafter referred to as "Buyer"), and SEI II L.P.,
a  New York limited partnership, with an address of 3 World Financial
Center, 29th Floor, New York, New York 10285 (hereinafter referred to
as "Seller").
      
                             WITNESSETH:

      WHEREAS, Buyer and Seller are entering into this Agreement with
the  intent  and for the purpose of Buyer purchasing from Seller  the
twenty-five  (25) barges described below, and said Buyer  and  Seller
intend  to provide for the sale, purchase and transfer of title  from
Seller to Buyer of the Vessels (as defined below), upon the terms and
conditions hereinafter set forth.
      
      NOW,  THEREFORE, in consideration of the premises,  the  mutual
promises  and covenants contained herein, and other good and valuable
consideration,  the  receipt  and sufficiency  of  which  are  hereby
acknowledged, the parties hereby agree as follows:

      1.  NAMED VESSELS:
      
SEI 2001 BF   Official No. 641143       SEI 2014 BF   Official No. 641156
SEI 2002 BF   Official No. 641144       SEI 2015 BF   Official No. 641157
SEI 2003 BF   Official No. 641145       SEI 2016 BF   Official No. 641158
SEI 2004 BF   Official No. 641146       SEI 2017 BF   Official No. 641159
SEI 2005 BF   Official No. 641147       SEI 2018 BF   Official No. 641160
SEI 2006 BF   Official No. 641148       SEI 2019 BF   Official No. 641161
SEI 2007 BF   Official No. 641149       SEI 2020 BF   Official No. 641162
SEI 2008 BF   Official No. 641150       SEI 2021 BF   Official No. 641163
SEI 2009 BF   Official No. 641151       SEI 2022 BF   Official No. 641164
SEI 2010 BF   Official No. 641152       SEI 2023 BF   Official No. 641165
SEI 2011 BF   Official No. 641153       SEI 2024 BF   Official No. 641166
SEI 2012 BF   Official No. 641154       SEI 2025 BF   Official No. 641167
SEI 2013 BF   Official No. 641155
      
      Any of the above-named barges is sometimes hereinafter referred
to  as  a  "Vessel", and all of the barges are sometimes  hereinafter
referred to collectively as the "Vessels".

      2.  PURCHASE AND SALE OF VESSELS:

      Buyer hereby agrees to purchase all, and not less than all, of
the Vessels from Seller, and Seller hereby agrees to sell the Vessels
to Buyer.

      3.  PURCHASE PRICE:
      
      The  Purchase Price shall be U.S. $4,300,000.00, based  on  the
price of one Vessel being U.S. $172,000.00.

      4.  PAYMENT:

      Buyer  shall  pay to Seller (a) 10% of the Purchase  Price  for
the Vessels (the "Earnest Deposit"), in full and in cash on or before
August  15,  1997,  by  electronic payment of  immediately  available
Federal  funds  at  a Federal Reserve Bank of the  United  States  of
America available for withdrawal and all other uses without exception
or  restriction, and (b) the remainder of the Purchase Price for  the
Vessels,  in full and in cash upon simultaneous transfer of title  to
the  Vessels  at  the Closing, by electronic payment  of  immediately
available  Federal  funds at a Federal Reserve  Bank  of  the  United
States of America available for withdrawal and all other uses without
exception  or  restriction.  The Purchase Price  shall  be  wired  to
Thompson  Coburn  Client Account at Mercantile  Bank  N.A.,  ABA  No.
081000210, Account Name: Thompson Coburn Client Account, Account  No.
100-14-23332, Reference: SEI II L.P.
      
      5.  RIGHTS AND OBLIGATIONS UPON CLOSING TO SURVIVE:
      
      The  rights  and  obligations of Buyer and  Seller  under  this
Agreement  shall  not  terminate or be otherwise  reduced,  impaired,
altered or affected and shall continue and survive, in full force and
effect  without  change,  the delivery of the  Vessels,  any  payment
therefor,  transfer of title thereto, and Closing  of  the  sale  and
purchase  thereof.  All representations, warranties,  disclaimers  of
warranties,   disclaimers  of  representations,  agreements,   terms,
conditions  and  covenants herein shall survive the delivery  of  the
Vessels, any payment therefor, transfer of title thereto, and Closing
of the sale and purchase thereof.

      6.  TRANSFER OF TITLE:

      Transfer  of  title to the Vessels shall occur on  an  "AS  IS,
WHERE IS" BASIS, subject to those warranties of title and disclaimers
of  other warranties and disclaimers of representations set forth  in
paragraph 7 hereof.

      7.  WARRANTY OF TITLE; INSPECTIONS AND ACKNOWLEDGMENTS OF
          BUYER; DISCLAIMER OF WARRANTIES AND DISCLAIMER OF
          REPRESENTATIONS:

      (a)  Warranty  of  Title.  Seller represents  and  warrants  to
Buyer   that  the  Vessels  are  free  and  clear  of  all  mortgages
(including, without limitation, that certain First Preferred Mortgage
of Documented Vessels dated as of January 3, 1997, executed by Seller
in  favor  of  Buttonwood Leasing Corporation in the amount  of  U.S.
$2,339,000  (the  "Mortgage"), which  Mortgage  was  filed  with  the
Officer  in  Charge, U.S. Coast Guard, National Vessel  Documentation
Center  on  January  3, 1997 and recorded in Book 97-09,  Page  352),
libels,   maritime   liens  or  other  liens,  encumbrances,   debts,
obligations or other charges whatsoever.

      (b)   Inspections   and  Acknowledgments   of   Buyer.    Buyer
acknowledges  that Buyer has become thoroughly knowledgeable  of  the
condition,  merchantability, seaworthiness  and  suitability  of  the
Vessels  by  reason  of  Buyer's inspections  and  knowledge  of  the
Vessels,  the  inland rivers and waterways, and marine equipment  and
the  marine industry.  Buyer further acknowledges that prior  to  the
Closing,  Buyer made all inspections of the Vessels, both afloat  and
on  drydock,  as Buyer deemed necessary, appropriate,  or  desirable.
With  respect  to  the condition, merchantability, seaworthiness  and
suitability of the Vessels for the service and use intended by Buyer,
Buyer agrees to rely solely and entirely on Buyer's own knowledge and
inspections of the Vessels and Buyer's knowledge of the inland rivers
and  waterways,  marine industry and marine equipment generally,  and
not  upon  any  representation  or  warranty  of  Seller  as  to  the
condition,  merchantability,  seaworthiness  or  suitability  of  the
Vessels,  no  such  representation or warranty having  been  made  by
Seller.   The  acceptance of title to the Vessels  by  Buyer  at  the
Closing   shall   constitute  an  admission   of   Buyer's   complete
satisfaction  with the condition, merchantability, seaworthiness  and
suitability of the Vessels and Buyer shall not be entitled to make or
assert  any  claim,  lawsuit,  right or remedy  against  Seller  with
respect   to   the   condition,  merchantability,  seaworthiness   or
suitability  of any of the said Vessels including without  limitation
any claim arising out of or relating to latent or patent defects.
            
      (c)  Full  Disclaimer  of All Warranties  and  Representations.
ACCORDINGLY,  EXCEPTING  ONLY  THE WARRANTY  OF  TITLE  CONTAINED  IN
SUBPARAGRAPH  7(a) ABOVE, IT IS THE EXPRESS INTENTION OF  SELLER  AND
BUYER,  IN  THE  CLEAREST AND MOST UNEQUIVOCAL TERMS, TO  NEGATE  ANY
WARRANTIES  AND  REPRESENTATIONS BY  SELLER  CONCERNING  THE  VESSELS
SPECIFICALLY   INCLUDING  BUT  NOT  LIMITED  TO   ANY   WARRANTY   OF
SEAWORTHINESS,  MERCHANTABILITY, SUITABILITY AND  CONDITION  AND  ANY
WARRANTY  WITH  RESPECT  TO  ANY PATENT AND  LATENT  DEFECTS  IN  THE
VESSELS,   HOWEVER   ARISING.    SELLER   MAKES   NO   WARRANTY    OR
REPRESENTATION,  EXPRESS  OR IMPLIED, DIRECTLY  OR  INDIRECTLY,  WITH
RESPECT  TO  THE  VESSELS OR THEIR CONSTRUCTION,  DESIGN,  CONDITION,
WORKMANSHIP,  SUITABILITY,  FITNESS FOR ANY  PURPOSE,  SEAWORTHINESS,
MERCHANTABILITY,  REPAIR,  MAINTENANCE, LATENT,  OR  PATENT  DEFECTS,
QUALITY, QUANTITY OR ANY OTHER MATTER WITH RESPECT OR RELATED TO  THE
VESSELS,   EXCEPTING  ONLY  THE  WARRANTY  OF  TITLE   CONTAINED   IN
SUBPARAGRAPH  7(a)  ABOVE.   ANY  WARRANTY,  OBLIGATION,   LIABILITY,
LAWSUIT,  RIGHT  OR REMEDY AGAINST SELLER BY BUYER  WITH  RESPECT  OR
RELATED,   DIRECTLY   OR  INDIRECTLY,  TO  THE   VESSELS   OR   THEIR
CONSTRUCTION,  DESIGN, CONDITION, WORKMANSHIP,  SUITABILITY,  FITNESS
FOR  PURPOSE,  SEAWORTHINESS, MERCHANTABILITY,  REPAIR,  MAINTENANCE,
LATENT  OR  PATENT  DEFECTS, QUALITY OR ANY OTHER  CONDITION  OF  THE
VESSELS  ARE  HEREBY,  EFFECTIVELY,  FINALLY  AND  FULLY  DISCLAIMED,
DISCHARGED,  RELEASED  AND  WAIVED  BY  BUYER  IN  FAVOR  OF  SELLER,
EXCEPTING  ONLY THE WARRANTY OF TITLE CONTAINED IN SUBPARAGRAPH  7(a)
ABOVE.   BUYER  SHALL  NOT BE ENTITLED TO MAKE OR  ASSERT,  AND  DOES
HEREBY  WAIVE, ANY CLAIM, LAWSUIT, RIGHTS OR REMEDIES AGAINST SELLER.
EXPRESS OR IMPLIED, DIRECTLY OR INDIRECTLY, RELATED TO THE VESSELS OR
THEIR  CONSTRUCTION,  DESIGN,  CONDITION,  WORKMANSHIP,  SUITABILITY,
FITNESS   FOR   PURPOSE,   SEAWORTHINESS,  MERCHANTABILITY,   REPAIR,
MAINTENANCE, LATENT OR PATENT DEFECTS, QUALITY OR ANY OTHER CONDITION
OF  THE VESSELS UNDER ANY CIRCUMSTANCES INCLUDING BUT NOT LIMITED  TO
THOSE  ARISING OUT OF OR FROM CONTRACTUAL RESPONSIBILITIES,  TORTIOUS
OR   NEGLIGENT  CONDUCT  OF  OMISSION  OR  COMMISSION   AND   WHETHER
INTENTIONAL,   UNINTENTIONAL  OR  BY  REASON  OF  STRICT   LIABILITY,
EXCEPTING ONLY ANY SUCH CLAIM, LAWSUIT, RIGHTS OR REMEDIES BASED UPON
THE  WARRANTY  OF  TITLE SET FORTH IN SUBPARAGRAPH  7(a)  ABOVE.   IN
FURTHERANCE OF THIS INTENTION, BUYER FULLY AND COMPLETELY UNDERSTANDS
AND  AGREES  THAT  THE  VESSELS  ARE  SOLD,  PURCHASED,  TRANSFERRED,
DELIVERED  AND ACCEPTED ON AN "AS IS, WHERE IS" CONDITION  BASIS,  IN
WHATEVER  CONDITION  THAT  MAY BE AND  AT  THE  SOLE  COST,  EXPENSE,
LIABILITY  AND RISK OF BUYER, EXCEPT FOR THE WARRANTY  OF  TITLE  SET
FORTH IN SUBPARAGRAPH 7(a) ABOVE.

      8.  EVENT OF LOSS PRIOR TO CLOSING:

      Prior  to the Closing (defined below), the entire risk of  loss
shall be borne by Seller.  At Closing, the risk of loss shall pass to
Buyer.   If  prior  to  the Closing one or more of  the  Vessels  are
damaged  and  any such casualty is deemed a total loss, Seller  shall
have  the  right  to collect the insurance proceeds for  the  damaged
Vessel(s)  and  the Purchase Price shall be reduced  to  reflect  the
number of Vessel(s) deemed a total loss.  If prior to Closing one  or
more of the Vessels are damaged but such casualty is deemed a partial
loss,  Seller shall, at the Closing, assign and turn over, and  Buyer
shall be entitled to receive and keep, all insurance proceeds payable
to  Seller  with  respect to such casualty.  Buyer  shall  receive  a
credit  against  the Purchase Price in the amount of  any  applicable
insurance  deductible,  and  the parties  shall  proceed  to  Closing
pursuant  to  the  terms hereof without further modification  of  the
terms of this Agreement.
            
      9.  CLOSING:
            
      At  the  Closing  (the  "Closing") which  shall  occur  at  the
offices  of  Thompson Coburn in St Louis, Missouri at 10:00  a.m.  on
August  28, 1997 or at such other place and time as Buyer and  Seller
mutually agree:

      Each  party's  obligation  to  consummate  this  Agreement   is
expressly  conditioned  on the absence of any  vote  of  the  limited
partners  of Seller (which vote shall have taken place in  accordance
with  Seller's  partnership agreement) to disapprove the  transaction
contemplated by this Agreement (such a vote to disapprove any of  the
transactions  contemplated  herein being  referred  to  herein  as  a
"Limited  Partner Disapproval").  This Agreement shall  automatically
terminate  upon  any Limited Partner Disapproval.   In  addition,  if
prior  to  the Closing the limited partners of Seller have  caused  a
meeting   of  Seller  to  be  called  in  accordance  with   Seller's
partnership   agreement,  to  vote  to  disapprove  the   transaction
contemplated herein (a "Partnership Vote Meeting"), then  (x)  Seller
shall  promptly thereafter provide written notice of the  requirement
for  such  meeting  (the  "Notice of required Partnership  Vote")  to
Buyer,  together  with the date set therefor: (y)  the  closing  date
shall  automatically be extended to the seventh  (7th)  calendar  day
following such Partnership Vote Meeting; and (z) Seller shall provide
Buyer  with  written  notice of the result of  the  Partnership  Vote
Meeting  promptly after such result becomes available.  Seller  shall
be   responsible  for  all  costs  associated  with  conducting   any
Partnership Vote Meeting

        (a)  Buyer shall deliver to Seller the following:
                   
           (1)  Payment  of the Purchase Price in full  in  cash,  by
electronic payment to Mercantile Bank National Association,  ABA  No.
081000210, Account Name: Thompson Coburn Client Account, Account  No.
100-14-23332, Reference: SEI II L.P., as provided in paragraph  4  of
this  Agreement,  less the amount of the Earnest  Deposit  paid  upon
execution of this Agreement;

           (2)  Receipt  for Bills of Sale, Satisfaction  of  Vessels
from  Preferred  Mortgage  and  U.S.  Coast  Guard  Certificates   of
Documentation for each Vessel; and

           (3)  A  duly  executed agreement to terminate  the  Vessel
Management Agreement dated January I, 1993, between Buyer and Seller,
as amended.
        
        (b)  Seller shall deliver to Buyer the following:
        
           (1)  In  duplicate,  a duly executed Bill  of  Sale  (Form
CG-1340) for all of the Vessels containing those warranties of  title
and   disclaimers   of   other   warranties   and   disclaimers    of
representations set forth in paragraph 7 hereof;

           (2)   In   duplicate,  a  Satisfaction  of  Vessels   from
Preferred Mortgage duly executed by Buttonwood Leasing Corporation;

           (3)   The  original  of  the  United  States  Coast  Guard
Certificate of Documentation for each of the Vessels;

           (4) Possession of each of the Vessels; and

           (5)  A  duly  executed agreement to terminate  the  Vessel
Management Agreement dated January 1, 1993, between Buyer and Seller,
as amended.

      10.  CITIZENSHIP:

(a)  Buyer  represents and warrants that it is a  citizen  of
the  United States within the provisions of the Shipping Act of 1916,
as  amended, and that at time of delivery and Closing, Buyer and  any
assignee  of  Buyer  will  be a citizen  of  the  United  States,  as
aforesaid and fully capable of owning a U.S. vessel and these Vessels
for their intended use in the coastwise trade.

(b) Seller represents and warrants that at all times during its
ownership of the Vessels, it has been and, at the time of delivery
and Closing it will be a citizen of the United States within the
provisions of the Shipping Act of 1916, as amended, and fully capable
of owning a U.S. vessel and these Vessels for their intended use in
the coastwise trade.

      11  TAXES:

        It  is  the  intent  of Seller and Buyer  that  the  purchase
hereunder shall be consummated at such place and in such manner that,
to  the extent reasonably possible, neither the Seller, Buyer nor the
Vessels  shall be subject to any sales, use, gross receipts,  excise,
transfer, value added, watercraft, or other tax, and Seller and Buyer
agree  to cooperate with each other in the manner of closing, to  the
extent reasonably possible, so as to carry out such intent.  However,
if  any  such tax shall be incurred, as between Seller and Buyer,  it
shall constitute the sole liability of the Buyer, and Buyer agrees to
pay, defend, indemnify and hold Seller harmless from and against  any
such  sales,  use,  gross  receipts, excise, transfer,  value  added,
watercraft, or other tax of whatever nature, imposed as a  result  of
the  sale  or  transfer  of  the Vessels  or  use  thereof  by  Buyer
thereafter,  excluding only any federal, state or  local  income  tax
imposed on the income of Seller or any of its partners by the  United
States  of  America  or  any  taxing  authority  located  within  the
geographic boundaries of the United States of America.
            
      12.  EXPENSES; BROKERS:
            
        Each   party  shall  be  responsible  for  its  own  expenses
incident  to  the Closing and the sale and purchase of  the  Vessels.
Buyer  and Seller each represent and warrant to the other party  that
it  has  had no dealings with any broker or agent in connection  with
the sale and purchase of the Vessels.

      13.  MISCELLANEOUS:
            
        (a)  This  Agreement is the complete agreement of  Buyer  and
Seller  concerning the subject matter contained herein and terminates
and  supersedes  any  and  all  prior agreements,  arrangements,  and
understandings, oral or written, between Buyer and Seller  concerning
the  subject  matter  of this Agreement.  Waivers  or  amendments  by
Seller  with  respect  to any provision hereof  may  be  made  by  an
instrument in writing signed by its General Partner, by its President
or any Vice President; waivers or amendments by Buyer with respect to
any  provision hereof may be made by an instrument in writing  signed
by  its  President,  any  Vice President, or  any  other  officer  or
authorized  representative.  No waiver,  forbearance  or  failure  by
either  Buyer  or  Seller  of its respective  right  to  enforce  any
provision of this Agreement shall constitute a waiver or estoppel  of
either  Buyer's  or Seller's right to enforce said provision  in  the
future or of Buyer's or Seller's right to enforce any other provision
of  this Agreement.  No waiver or amendment shall be effective unless
and until made in writing and executed as herein set forth.

        (b)   This  Agreement  may  be  executed  in  one   or   more
counterparts, each of which shall be deemed an original, but  all  of
which together shall constitute one and the same instrument.

        (c)  Unless  changed by notice by the party  to  be  notified
specifying  a different address or addressee any notice  required  or
permitted by the terms hereof shall be effectively delivered for  all
purposes  by  delivering same in person or by mailing  same  by  U.S.
Certified  or Registered Mail, return receipt requested, or  by  U.S.
Express  Mail,  with  receipt of delivery to the United  States  Post
Office  for  mailing  acknowledged, postage  prepaid,  in  each  case
properly addressed to the party to be notified at such party's Notice
Address set forth below.
             
                    (i) Seller's Notice Address is:

                    SEI II L.P.
                    3 World Financial Center, 29th Floor
                    New York, NY 10285
                    Attention: Jeffrey C. Carter


                    Copy to:

                    Thompson Coburn
                    One Mercantile Center
                    St. Louis, Missouri 63101
                    Attention: Jan Robey Alonzo, Esq.

                    (ii) Buyer's Notice Address is:

                    Midwest Marine Management Company
                    13545 Barrett Parkway Drive
                    Suite 120
                    St. Louis, Missouri 63021
                    Attention: Ronald E. Moore

      Any  notice  given  by U.S. Mail as specified  above  shall  be
deemed  delivered when received by the party to be notified  or  when
delivery is refused by such party.

        (d)  The  parties covenant that any and all litigation  which
either  party  instigates  arising out  of  this  Agreement,  whether
sounding in admiralty, equity, contract, tort, or other theories, and
whether  in rem or in personam, shall be brought in the U.S. District
Court  of the Southern District of New York if federal subject matter
jurisdiction exists.  Both parties waive all objections  to  personal
jurisdiction and venue in such court and any right to trial  by  jury
in  such litigation, and agree that delivery of a copy of the Summons
and  Compliant pursuant to the procedure set forth in paragraph 13(c)
hereof, shall constitute valid and effective service of process.   If
federal  subject  matter jurisdiction over the  litigation  does  not
exist,  such litigation shall be brought in the Supreme Court of  the
State of New York in the Borough of Manhattan, New York.

        (e)  In the event a dispute arises out of or relating to this
Agreement which is not within the general admiralty and maritime law,
then the law of the State of New York shall govern.

        (f)  No  party hereto may sell, assign, delegate or otherwise
transfer  or  alienate  any  of its rights or  obligations  hereunder
without  the  prior written consent of the other party hereto,  which
consent  shall  not be unreasonably withheld, and any such  attempted
sale,  assignment,  delegation,  transfer  or  alienation  shall  not
relieve  such  party of any obligations hereunder,  unless  otherwise
specified.   Seller  agrees  that Buyer  may  assign  its  rights  to
purchase  up  to ten (10) of the Vessels to Midwest River  Investors,
L.L.C. and up to five (5) of the Vessels to Kathryn Rae Towing, Inc.,
and  will  execute and deliver such documents as required in  Section
9(b)  to  such  assignees, as Buyer may reasonably request,  provided
that  any such assignee of Buyer will execute an agreement to  assume
all  of Buyer's obligations under this Agreement as it relates to the
Vessels to be purchased by the Assignee, which agreement shall be  in
form   and   substance  acceptable  to  Seller   and   its   counsel.
Notwithstanding anything herein to the contrary, Buyer shall  not  be
relieved  of  its obligations under this Agreement and  shall  remain
obligated to perform its duties hereunder.

        (g)   This  Agreement,  and  all  documents  and  instruments
delivered  pursuant hereto, shall be binding upon and  inure  to  the
benefit  of  the  parties hereto and their respective successors  and
permitted assigns.

        (h)  The  descriptive headings in this Agreement are inserted
for convenience only and do not constitute a part of this Agreement.

        (i)   If  any  provision  of this Agreement  is  held  to  be
invalid,  the  remainder  of this Agreement  shall  not  be  affected
thereby and shall remain in full effect.


  IN  WITNESS  WHEREOF,  the  parties have executed  or  caused  this
Agreement  to  be  executed on their behalf by their duly  authorized
officers  and/or representatives as of the day and year first  above-
written.

                                   "BUYER"

                                   MIDWEST MARINE MANAGEMENT COMPANY


                                   By:  /s/ Ronald E. Moore
                                   Name:    Ronald E. Moore
                                   Title:   President




                                   "SELLER"

                                   SEI II L.P.
                                   By: SEI II Equipment, Inc.,
                                   its General Partner


                                   By:  /s/ Rocco F. Andriola
                                   Name:    Rocco F. Andriola
                                   Title:   President