Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

     Re:  Alternative Asset Growth Fund, L.P.
          Commission File #0-18500

Dear Sirs:

This filing contains Form 10-Q for the quarter ended June 30, 2002.

                               Very truly yours,



                               Gary D. Halbert, President
                               ProFutures, Inc., General Partner
                               Alternative Asset Growth Fund, L.P.



                         SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C.  20549

                                     Form 10-Q

                  X  Quarterly Report Under Section 13 or 15(d)
                       of the Securities Exchange Act of 1934

                        For the Quarter Ended June 30, 2002
                                    ------------

                          Commission File Number 0-18500
                                    ------------

                        Alternative Asset Growth Fund, L.P.
                        -----------------------------------

                           (Exact name of Partnership)

       Delaware                                      74-2546493
-----------------------                ------------------------------------
(State of Organization)                (I.R.S. Employer Identification No.)



                                ProFutures, Inc.
                        11612 Bee Cave Road, Suite 100
                              Austin, Texas 78738
                        ------------------------------

                    (Address of principal executive office)

                          Partnership's telephone number
                                 (800) 348-3601
                                 --------------


Indicate by check mark whether the Partnership (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the Partnership was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.


                                      Yes  X
                                      No


PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements.


                       ALTERNATIVE ASSET GROWTH FUND, L.P.
                       STATEMENTS OF FINANCIAL CONDITION
          June 30, 2002 (Unaudited) and December 31, 2001 (Audited)
                                 -----------



                                                   June 30,     December 31,
                                                     2002           2001
                                                     ----           ----
ASSETS
  Equity in broker trading accounts
    Cash                                          $ 5,301,110   $ 6,425,296
    Unrealized gain on open contracts                 467,617       280,179
                                                  -----------   -----------

      Deposits with broker                          5,768,727     6,705,475

  Cash                                                  2,093         1,688
                                                  -----------   -----------

      Total assets                                $ 5,770,820   $ 6,707,163
                                                  ===========   ===========

LIABILITIES
  Accounts payable                                $    11,219   $    14,985
  Commissions and other trading fees
    on open contracts                                  11,571        11,109
  Incentive fee payable                                   293             0
  Management fees payable                              60,098        74,604
  Redemptions payable                                  42,625       274,525
                                                  -----------   -----------

      Total liabilities                               125,806       375,223
                                                  -----------   -----------

PARTNERS' CAPITAL (Net Asset Value)
  General Partner - 101 and 92 units outstanding
    at June 30, 2002 and December 31, 2001            115,549       106,803
  Limited Partners - 4,854 and 5,346 units
    outstanding at June 30, 2002 and
    December 31, 2001                               5,529,465     6,225,137
                                                  -----------   -----------

      Total partners' capital
        (Net Asset Value)                           5,645,014     6,331,940
                                                  -----------   -----------

                                                  $ 5,770,820   $ 6,707,163
                                                  ===========   ===========


                         See accompanying notes.



                   ALTERNATIVE ASSET GROWTH FUND, L.P.
                    CONDENSED SCHEDULE OF INVESTMENTS
                                June 30, 2002
                                 (Unaudited)
                                 -----------


LONG FUTURES CONTRACTS
----------------------

                                                                 % of Net
             Description                                Value   Asset Value
             -----------                                -----   -----------

             Agricultural                              $ 57,332     1.01%
             Currency                                   201,665     3.57%
             Energy                                       9,729     0.17%
             Interest rate                              279,611     4.96%
             Metal                                      (22,168)   (0.39)%
             Stock index                                 (7,761)   (0.14)%
                                                       --------    -----

             Total long futures contracts              $518,408     9.18%
                                                       --------    -----


SHORT FUTURES CONTRACTS
-----------------------

             Agricultural                              $  2,201     0.04%
             Currency                                   (46,623)   (0.82)%
             Energy                                       1,230     0.02%
             Interest rate                                1,341     0.02%
             Metal                                      (18,642)   (0.33)%
             Stock index                                  9,702     0.17%
                                                       --------    -----

             Total short futures contracts             $(50,791)   (0.90)%
                                                       --------    -----

             Total futures contracts                   $467,617     8.28%
                                                       ========    =====


                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
             For the Three Months Ended June 30, 2002 and 2001
                               (Unaudited)
                               -----------



                                                      Three Months Ended
                                                           June 30,
                                                      2002          2001
                                                   ---------     ---------
INCOME
  Trading gains (losses)
    Realized                                      $   398,532   $  (215,179)
    Change in unrealized                               59,044      (146,854)
                                                  -----------   -----------

      Gain (loss) from trading                        457,576      (362,033)

  Interest income                                      23,209        66,594
                                                  -----------   -----------

      Total income (loss)                             480,785      (295,439)
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                                66,358        46,857
  Incentive fees                                          293         9,957
  Management fees                                     104,268       129,303
  Operating expenses                                   23,598        25,816
                                                  -----------   -----------

      Total expenses                                  194,517       211,933
                                                  -----------   -----------

      NET INCOME (LOSS)                           $   286,268   $  (507,372)
                                                  ===========   ===========

NET INCOME (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of units
  outstanding during the period of 5,104 and
  6,142, respectively)                            $     56.09   $    (82.61)
                                                  ===========   ===========

INCREASE (DECREASE) IN NET ASSET VALUE
  PER GENERAL AND LIMITED PARTNER UNIT            $     59.74   $    (82.11)
                                                  ===========   ===========


                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
                         STATEMENTS OF OPERATIONS
              For the Six Months Ended June 30, 2002 and 2001
                               (Unaudited)
                               -----------



                                                       Six Months Ended
                                                           June 30,
                                                      2002          2001
                                                   ---------     ---------
INCOME
  Trading gains (losses)
    Realized                                      $   (22,467)  $   395,838
    Change in unrealized                              187,438      (369,542)
                                                  -----------   -----------

      Gain from trading                               164,971        26,296

  Interest income                                      48,683       159,470
                                                  -----------   -----------

      Total income                                    213,654       185,766
                                                  -----------   -----------

EXPENSES
  Brokerage commissions                               126,229        78,226
  Incentive fees                                          293        74,495
  Management fees                                     216,129       266,183
  Operating expenses                                   50,351        52,252
                                                  -----------   -----------

      Total expenses                                  393,002       471,156
                                                  -----------   -----------

      NET (LOSS)                                  $  (179,348)  $  (285,390)
                                                  ===========   ===========

NET (LOSS) PER GENERAL AND LIMITED PARTNER UNIT
  (based on weighted average number of units
  outstanding during the period of 5,247 and
  6,331, respectively)                            $    (34.18)  $    (45.08)
                                                  ===========   ===========

(DECREASE) IN NET ASSET VALUE PER
  GENERAL AND LIMITED PARTNER UNIT                $    (25.06)  $    (46.11)
                                                  ===========   ===========


                         See accompanying notes.



                    ALTERNATIVE ASSET GROWTH FUND, L.P.
       STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (NET ASSET VALUE)
             For the Six Months Ended June 30, 2002 and 2001
                               (Unaudited)
                               -----------



                              Total             Partners' Capital
                            Number of   ----------------------------------
                              Units     General     Limited       Total
                           -----------  --------  -----------  -----------

Balances at
   December 31, 2001          5,438     $106,803  $ 6,225,137  $ 6,331,940

Net (loss) for the
 six months ended
 June 30, 2002                            (1,254)    (178,094)    (179,348)

Additions                        10       10,000            0       10,000

Redemptions                    (493)           0     (517,578)    (517,578)
                             ------     --------  -----------  -----------

Balances at
 June 30, 2002                4,955     $115,549  $ 5,529,465  $ 5,645,014
                             ======     ========  ===========  ===========

Balances at
   December 31, 2000          6,667     $109,373  $ 7,840,545  $ 7,949,918

Net (loss) for the
 six months ended
 June 30, 2001                            (4,230)    (281,160)    (285,390)

Redemptions                    (665)           0     (785,154)    (785,154)
                             ------     --------  -----------  -----------

Balances at
 June 30, 2001                6,002     $105,143  $ 6,774,231  $ 6,879,374
                             ======     ========  ===========  ===========


Net asset value
 per unit at
  December 31, 2000                        $  1,192.34
                                           ===========
  June 30, 2001                            $  1,146.23
                                           ===========
  December 31, 2001                        $  1,164.33
                                           ===========
  June 30, 2002                            $  1,139.27
                                           ===========


                        See accompanying notes.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
                    NOTES TO FINANCIAL STATEMENTS
                              (Unaudited)
                              -----------



Note 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         -----------------------------------------------------------

     A.  General Description of the Partnership

         Alternative Asset Growth Fund, L.P. (the Partnership) is a Delaware
         limited partnership which operates as a commodity investment pool.
         The Partnership engages in the speculative trading of futures
         contracts and other financial instruments.

     B.  Regulation

         As a registrant with the Securities and Exchange Commission, the
         Partnership is subject to the regulatory requirements under the
         Securities Act of 1933 and the Securities Exchange Act of 1934.  As a
         commodity investment pool, the Partnership is subject to the
         regulations of the Commodity Futures Trading Commission, an agency of
         the United States (U.S.) government which regulates most aspects of
         the commodity futures industry; rules of the National Futures
         Association, an industry self-regulatory organization; and the
         requirements of commodity exchanges and Futures Commission Merchants
         (brokers) through which the Partnership trades.

     C.  Method of Reporting

         The Partnership's financial statements are presented in accordance
         with accounting principles generally accepted in the United States of
         America, which require the use of certain estimates made by the
         Partnership's management.  Transactions are accounted for on the trade
         date.  Gains or losses are realized when contracts are liquidated.
         Unrealized gains or losses on open contracts (the difference between
         contract trade price and quoted market price) are reflected in the
         statement of financial condition as a net gain or loss, as there
         exists a right of offset of unrealized gains or losses in accordance
         with Financial Accounting Standards Board Interpretation No. 39 -
         "Offsetting of Amounts Related to Certain Contracts."  Any change in
         net unrealized gain or loss from the preceding period is reported in
         the statement of operations.

         For purposes of both financial reporting and calculation of redemption
         value, Net Asset Value per Unit is calculated by dividing Net Asset
         Value by the total number of units outstanding.

     D.  Brokerage Commissions

         Brokerage commissions include other trading fees and are charged to
         expense when contracts are opened.

     E.  Income Taxes

         The Partnership prepares calendar year U.S. and applicable state
         information tax returns and reports to the partners their allocable
         shares of the Partnership's income, expenses and trading gains or
         losses.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



Note 1.  ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
         (CONTINUED)
         -----------------------------------------------------------

     F.  Foreign Currency Transactions

         The Partnership's functional currency is the U.S. dollar; however, it
         transacts business in currencies other than the U.S. dollar.  Assets
         and liabilities denominated in currencies other than the U.S. dollar
         are translated into U.S. dollars at the rates in effect at the date of
         the statement of financial condition.  Income and expense items
         denominated in currencies other than the U.S. dollar are translated
         into U.S. dollars at the rates in effect during the period.  Gains and
         losses resulting from the translation to U.S. dollars are reported in
         income currently.

     G.  Interim Financial Statements

         In the opinion of management, the unaudited interim financial
         statements reflect all adjustments, which were of a normal and
         recurring nature, necessary for a fair presentation of financial
         position as of June 30, 2002, and the results of operations for the
         three and six months ended June 30, 2002 and 2001.

Note 2.  GENERAL PARTNER
         ---------------

         The General Partner of the Partnership is ProFutures, Inc., which
         conducts and manages the business of the Partnership.  The Agreement
         of Limited Partnership requires the General Partner to contribute to
         the Partnership an amount equal to at least the greater of (i) 3% of
         aggregate capital contributions of all partners or $100,000, whichever
         is less, or (ii) the lesser of 1% of the aggregate capital
         contributions of all partners or $500,000.

         The Agreement of Limited Partnership also requires that the General
         Partner maintain a net worth at least equal to the sum of (i) the
         lesser of $250,000 or 15% of the aggregate capital contributions of
         any limited partnerships for which it acts as general partner and
         which are capitalized at less than $2,500,000; and (ii) 10% of the
         aggregate capital contributions of any limited partnerships for which
         it acts as general partner and which are capitalized at greater than
         $2,500,000.

         ProFutures, Inc. has callable subscription agreements with ABN AMRO
         Incorporated (ABN), the Partnership's broker, whereby ABN has
         subscribed to purchase (up to $7,000,000 subject to the conditions set
         forth in the subscription agreement as amended effective May 20, 2002)
         the number of shares of common stock of ProFutures, Inc. necessary to
         maintain the General Partner's net worth requirements.

         The Partnership pays the General Partner a monthly management fee of
         1/6 of 1% (2% annually) of month-end Net Asset Value.

         Total management fees earned by ProFutures, Inc. for the six months
         ended June 30, 2002 and 2001 were $56,214 and $74,991, respectively.
         Such management fees earned for the three months ended June 30, 2002
         and 2001 were $27,187 and $35,820, respectively.  Management fees
         payable to ProFutures, Inc. as of June 30, 2002 and December 31,
         2001 were $9,519 and $11,057, respectively.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



Note 3.  COMMODITY TRADING ADVISORS
         --------------------------

         The Partnership has trading advisory contracts with several commodity
         trading advisors to furnish investment management services to the
         Partnership.  Certain advisors receive management fees ranging from
         1% to 2% annually of Allocated Net Asset Value (as defined in each
         respective trading advisory contract).  In addition, the trading
         advisors receive quarterly incentive fees ranging from 20% to 23% of
         Trading Profits (as defined).

Note 4.  DEPOSITS WITH BROKER
         --------------------

         The Partnership deposits funds with ABN to act as broker, subject to
         Commodity Futures Trading Commission regulations and various exchange
         and broker requirements.  Margin requirements are satisfied by the
         deposit of cash with such broker.  The Partnership earns interest
         income on its assets deposited with the broker.

Note 5.  OTHER MANAGEMENT FEES
         ---------------------

         The Partnership employs a consultant who is paid a monthly fee of 1/6
         of 1% (2% annually) of month-end Net Asset Value for administrative
         services rendered to the Partnership.  Total fees earned by this
         consultant for the six months ended June 30, 2002 and 2001 were
         $56, 214 and $74,991, respectively.  Such fees earned for the three
         months ended June 30, 2002 and 2001 were $27,187 and $35,820,
         respectively.

         In addition, Kenmar Global Strategies Inc. (Kenmar) serves as a
         consultant and assists the General Partner in making decisions about
         which commodity trading advisors to hire, the allocations among the
         advisors and the day-to-day monitoring and risk management of the
         Partnership's trading activities.  Kenmar receives a monthly
         management fee of 1/12 of 1% (1% annually) of month-end Net Asset
         Value.  Fees earned by Kenmar totaled $28,107 and $37,496 for the six
         months ended June 30, 2002 and 2001, respectively.  Such fees earned
         by Kenmar for the three months ended June 30, 2002 and 2001 totaled
         $13,594 and $17,910, respectively.

Note 6.  DISTRIBUTIONS AND REDEMPTIONS
         -----------------------------

         The Partnership is not required to make distributions, but may do so
         at the sole discretion of the General Partner.  A Limited Partner may
         request and receive redemption of units owned, subject to restrictions
         in the Agreement of Limited Partnership.

Note 7.  TRADING ACTIVITIES AND RELATED RISKS
         ------------------------------------

         The Partnership engages in the speculative trading of U.S. and foreign
         futures contracts and options on U.S. and foreign futures contracts
         (collectively, "derivatives").  The Partnership is exposed to both
         market risk, the risk arising from changes in the market value of the
         contracts, and credit risk, the risk of failure by another party to
         perform according to the terms of a contract.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



Note 7.  TRADING ACTIVITIES AND RELATED RISKS (CONTINUED)
         ------------------------------------------------

         Purchase and sale of futures and options on futures contracts requires
         margin deposits with the broker. Additional deposits may be necessary
         for any loss on contract value.  The Commodity Exchange Act requires a
         broker to segregate all customer transactions and assets from such
         broker's proprietary activities.  A customer's cash and other property
         (for example, U.S. Treasury bills) deposited with a broker are
         considered commingled with all other customer funds subject to the
         broker's segregation requirements.  In the event of a broker's
         insolvency, recovery may be limited to a pro rata share of segregated
         funds available.  It is possible that the recovered amount could be
         less than total cash and other property deposited.

         For derivatives, risks arise from changes in the market value of the
         contracts.  Theoretically, the Partnership is exposed to a market risk
         equal to the notional contract value of futures contracts purchased
         and unlimited liability on such contracts sold short.  As both a buyer
         and seller of options, the Partnership pays or receives a premium at
         the outset and then bears the risk of unfavorable changes in the price
         of the contract underlying the option.  Written options expose the
         Partnership to potentially unlimited liability, and purchased options
         expose the Partnership to a risk of loss limited to the premiums paid.

         The Partnership has a portion of its assets on deposit with a
         financial institution in connection with its cash management
         activities.  In the event of a financial institution's insolvency,
         recovery of Partnership assets on deposit may be limited to account
         insurance or other protection afforded such deposits.

         The General Partner has established procedures to actively monitor
         market risk and minimize credit risk, although there can be no
         assurance that it will, in fact, succeed in doing so.  The General
         Partner's basic market risk control procedures consist of continuously
         monitoring the trading activity of the various commodity trading
         advisors, with the actual market risk controls being applied by the
         advisors themselves.  The General Partner seeks to minimize credit
         risk primarily by depositing and maintaining the Partnership's assets
         at financial institutions and brokers which the General Partner
         believes to be creditworthy.  The Limited Partners bear the risk of
         loss only to the extent of the market value of their respective
         investments and, in certain specific circumstances, distributions and
         redemptions received.



                  ALTERNATIVE ASSET GROWTH FUND, L.P.
               NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (Unaudited)
                              -----------



Note 8.  FINANCIAL HIGHLIGHTS
         --------------------

         The following information presents per unit operating performance data
         and other supplemental financial data for the three months and six
         months ended June 30, 2002 and 2001.  This information has been
         derived from information presented in the financial statements.

                                                       Three months ended
                                                            June 30,
                                                       2002          2001
                                                    (Unaudited)   (Unaudited)
                                                    -----------   -----------

         Per Unit Performance
         (for a unit outstanding throughout the entire period)
         -----------------------------------------------------

         Net asset value per unit at
           beginning of period                       $1,079.53     $1,228.34
                                                     ---------     ---------

         Income (loss) from operations:
           Net investment (loss) (1), (3)               (20.56)       (16.03)
           Net realized and change in unrealized
             gain (loss) from trading (2), (3)           80.30        (66.08)
                                                     ---------     ---------

               Total income (loss) from operations       59.74        (82.11)
                                                     ---------     ---------

         Net asset value per unit at
           end of period                             $1,139.27     $1,146.23
                                                     =========     =========


           Total Return (4)                               5.53%        (6.68)%
                                                        =======       ======


           Supplemental Data

           Ratios to average net asset value: (5)
             Expenses prior to incentive fees (1)        (9.47)%       (8.62)%
             Incentive fees                              (0.02)%       (0.55)%
                                                        ------        -------

               Total expenses (1)                        (9.49)%       (9.17)%
                                                        =======       =======

             Net investment (loss) (1)                   (7.77)%       (5.47)%
                                                        =======       =======


                                                        Six months ended
                                                            June 30,
                                                       2002          2001
                                                    (Unaudited)   (Unaudited)
                                                    -----------   -----------

         Per Unit Performance
         (for a unit outstanding throughout the entire period)
         -----------------------------------------------------

         Net asset value per unit at
           beginning of period                       $1,164.33     $1,192.34
                                                     ---------     ---------

         Income (loss) from operations:
           Net investment (loss) (1), (3)               (41.56)       (36.88)
           Net realized and change in unrealized
             gain (loss) from trading (2), (3)           16.50         (9.23)
                                                     ---------     ---------

               Total (loss) from operations             (25.06)       (46.11)
                                                     ---------     ---------

         Net asset value per unit at
           end of period                             $1,139.27     $1,146.23
                                                     =========     =========


           Total Return (4)                              (2.15)%       (3.87)%
                                                        =======       =======


           Supplemental Data

           Ratios to average net asset value: (5)
             Expenses prior to incentive fees (1)        (9.47)%       (8.58)%
             Incentive fees                              (0.01)%       (2.00)%
                                                        -------       -------

               Total expenses (1)                        (9.48)%      (10.58)%
                                                        =======       =======

             Net investment (loss) (1)                   (7.75)%       (6.28)%
                                                        =======       =======


           Total return is calculated based on the change in value of a unit
           during the period.  An individual partner's total return and ratios
           may vary from the above total return and ratios based on the timing
           of additions and redemptions.

           --------------------
          (1)  Excludes brokerage commissions and other trading fees.
          (2)  Includes brokerage commissions and other trading fees.
          (3)  The net investment (loss) per unit is calculated by dividing the
               net investment (loss) by the average number of units outstanding
               during the period.  The net realized and change in unrealized
               gain (loss) from trading is a balancing amount necessary to
               reconcile the change in net asset value per unit with the other
               per unit information.  Such balancing amount for the six months
               ended June 30, 2002 differs from the calculation of net trading
               gain per unit due to the timing of trading gains and losses
               during the period relative to the number of units outstanding.
          (4)  Not annualized.
          (5)  Annualized.



Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

         A.  LIQUIDITY:  Substantially all of the Partnership's assets are
             highly liquid, such as cash and open futures and option contracts.
             It is possible that extreme market conditions or daily price
             fluctuation limits at certain exchanges could adversely affect the
             liquidity of open futures and option contracts.  There are no
             restrictions on the liquidity of these assets except for amounts
             on deposit with the brokers needed to meet margin requirements on
             open futures contracts.

         B.  CAPITAL RESOURCES:  Since the Partnership's business is the
             purchase and sale of various commodity interests, it will make
             few, if any, capital expenditures.

             The Partnership's offering of Units of Limited Partnership
             Interest terminated in 1991.

         C.  RESULTS OF OPERATIONS:  The Partnership's net income (loss) for
             the six months ended June 30, 2002 and 2001 consisted of the
             following:

                                                     2002         2001
                                                     ----         ----

                Three months ended March 31       $(465,616)   $ 221,982
                Three months ended June 30          286,268     (507,372)
                                                  ---------    ---------

                     Six months ended June 30     $(179,348)   $(285,390)
                                                  =========    =========


             As of June 30, 2002, 4,955 Units are outstanding, including 101
             General Partner Units, with an aggregate Net Asset Value of
             $5,645,014 ($1,139.27 per Unit).  This represents a decrease
             in Net Asset Value of $(686,926) compared with December 31, 2001.
             The decrease is caused by redemptions of limited partner
             units and a net loss for the six months ended June 30, 2002.

             As of June 30, 2001, 6,002 Units are outstanding, including 92
             General Partner Units, with an aggregate Net Asset Value of
             $6,879,374 ($1,146.23 per Unit).  This represents a decrease
             in Net Asset Value of $1,070,544 compared with December 31, 2000.
             The decrease relates to redemptions of limited partner units and
             losses incurred.

             Second Quarter 2002
             -------------------

             The futures markets continued to be volatile in the second quarter
             of 2002, though there was a surge at the end of the quarter.  The
             extreme volatility of the equity markets, mainly on the downside,
             had a major impact on the commodities markets.  Many of the US and
             overseas stock indexes and foreign currencies were very active.
             Some of this was the result of the corporate scandals that
             continue to rock the markets.

             In April, the Partnership lost 5.15%.  Although there were gains
             in Swiss Francs, natural gas, and Euros, they were more than
             offset by losses in the German Stock Index, the Japanese Yen,
             Euribor futures, the NASDAQ 100, and various bond futures.

             In May, the Partnership was essentially flat, with a loss of .17%.
             There were gains in foreign currencies due to the drop of the U.S.
             dollar.  There were also gains in precious metals and agricultural
             commodities.  The gains were offset by losses in the energy
             complex, interest rates and some metals.

             In June, the Partnership had a gain of 11.46%.  There were gains
             in Euro futures and the Swiss Franc, and also a gain in EuroDollar
             futures.  There were also gains in various stock and bond indexes.
             There were losses in British Pounds, the Nikkei Stock Index, and
             Gold, but these were more than offset by the gains.

             The Partnership had a total return of 5.53% for the quarter and
             (2.15)% for the six months ended June 30, 2002.  For the second
             quarter 2002, the majority of the Partnership's trading gains
             were in foreign currencies and the largest loss was in the energy
             markets.

             First Quarter 2002
             ------------------

             The futures markets remained choppy in the first quarter of 2002.
             While the economy was showing some signs of improvement, there
             were also some negative signs that caused uncertainty.  The
             troubles in the Middle East lead to large increases in oil and gas
             prices.  Gold prices also moved higher early in the quarter, but
             gave back some of their gains at the end of the quarter.

             In January 2002, the Partnership lost 5.00%.  There were large
             losses in stock indexes and agricultural commodities.  Large
             losses were also incurred in interest rates and metals.  Many of
             the other sectors were essentially flat.

             In February 2002, the Partnership lost 6.74%.  The Partnership
             once again experienced losses in stock indexes and interest rates.
             In addition, there were also losses in the energy complex and
             foreign currencies.  There were some gains in agricultural
             commodities and precious metals.  These however, were not enough
             to offset the losses for the month.

             In March 2002, the Partnership managed to gain 4.66%.  There were
             gains in the energy complex, including Brent Crude Oil and
             Unleaded Gas.  There were also some gains in bonds and stock
             indexes.  There were losses in currencies, including the Japanese
             Yen and the Swiss Franc.  There were also some small losses in
             cotton and aluminum.  These losses however were not enough to
             offset the gains.

             For the first quarter 2002, the Partnership's losses overall were
             primarily due to currencies and stock index futures.

             Second Quarter 2001
             -------------------

             Those sectors which gained in March of 2001 showed losses of
             similar magnitude in April 2001.  A large part of the loss was a
             direct result of a sudden and unexpected cut in U.S. interest
             rates by the Federal Reserve on April 18th.  This caused stock
             indexes as well as other markets to sharply reverse their previous
             trends.  May brought a small gain from a variety of markets.

             As of June 1, 2001, the General Partner made two significant
             changes to the Fund.  First, Gamma Capital Management was
             terminated as a Trading Advisor and replaced with Winton Capital
             Management, Ltd.  Second, the Fund's leverage was increased
             through the use of notional funds to approximately 150% of assets.
             The General Partner instructed Winton to move into the market in
             stages during the month of June rather than establish all
             positions at once.  The Fund ended the second quarter 2001 with a
             loss of 6.68% and the first half of 2001 was a loss of 3.87%.

             First Quarter 2001
             ------------------

             The Partnership's Trading Advisors had small losses during January
             and February 2001.  March 2001 was a much more active month, and
             the Advisors were able to show gains in almost all market sectors,
             particularly foreign currencies, stock indexes, and interest
             rates.  The only negative sector in March was energy.  For the
             first quarter of 2001, the Partnership's net result was a gain of
             3.02%.

             The General Partner, directly and/or indirectly through its
             consultant, has established procedures to actively monitor
             market risk and minimize credit risk, although there can be no
             assurance that it will, in fact, succeed in doing so.  The
             General Partner's basic market risk control procedures consist of
             continuously monitoring the trading activity of the various
             trading advisors, with the actual market risk controls being
             applied by the advisors themselves.  The General Partner seeks
             to minimize credit risk primarily by depositing and maintaining
             the Partnership's assets at financial institutions and brokers
             which the General Partner believes to be creditworthy.  The
             Limited Partners bear the risk of loss only to the extent of the
             market value of their respective investments and, in certain
             specific circumstances, distributions and redemptions received.

             Due to the speculative nature of trading commodity interests, the
             Partnership's income or loss from operations may vary widely from
             period to period.  Management cannot predict whether the
             Partnership's future Net Asset Value per Unit will increase or
             experience a decline.

             PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.

         D.  POSSIBLE CHANGES:  The General Partner reserves the right to
             terminate certain and/or engage additional commodity trading
             advisors in the future and reserves the right to change any of
             the Partnership's clearing arrangements.



PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

         None.

Item 2.  Changes in Securities.

         None.

Item 3.  Defaults Upon Senior Securities.

         Not Applicable.

Item 4.  Submission of Matters to a Vote of Security Holders.

         None.

Item 5.  Other Information.

         None.

Item 6.  Exhibits and Reports on Form 8-K.

         There were no reports filed on Form 8-K.

         Exhibits field herewith:

         10.7  Form of Amended and Restated Stock Subscription Agreement by
               and between ABN AMRO Incorporated and ProFutures, Inc.

         99.1  Form of Certification Pursuant to Section 1350 of Chapter 63
               of Title 18 of the United States Code.

         99.2  Form of Certification Pursuant to Section 1350 of Chapter 63
               of Title 18 of the United States Code.



SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                    Alternative Asset Growth Fund, L.P.
                                    (Registrant)



                                    /s/ Gary D. Halbert
                                    -----------------------------------
                                    Gary D. Halbert, President
                                    ProFutures, Inc., General Partner
                                    Alternative Asset Growth Fund, L.P.



                                EXHIBIT 10.7

                            AMENDED AND RESTATED
                        STOCK SUBSCRIPTION AGREEMENT
                        ----------------------------



     THIS STOCK SUBSCRIPTION AGREEMENT (as it may be amended from time to time,
the "Agreement"), by and between ABN AMRO Incorporated ("AAI") and ProFutures,
Inc. ("ProFutures"), is made as of this 20th day of May, 2002.

     WHEREAS, ProFutures is the general partner of ProFutures Diversified Fund,
L.P., a Delaware limited partnership ("PDF"), Alternative Asset Growth Fund,
L.P., a Delaware limited partnership ("AAGF"), and ProFutures Long/Short Growth
Fund, L.P., a Delaware limited partnership ("PLSGF"), and is the managing owner
of ProFutures Strategic Allocation Trust, a Delaware business trust ("PSAT");

     WHEREAS, pursuant to separate customer agreements (the "Brokerage
Agreements"), AAI is the futures commission merchant and clearing broker for
each of PDF, AAGF, PLSGF and PSAT (collectively, the "Funds");

     WHEREAS, ProFutures is obligated by the Amended and Restated Agreement of
Limited Partnership of PDF dated as of December 1, 1993 (the "PDF Limited
Partnership Agreement") to maintain a net worth equal to:  (i) the lesser of
$250,000 or 15% of the aggregate initial capital contributions of any limited
partnerships for which it shall act as general partner and which are
capitalized at less than $2.5 million and (ii) 10% of the aggregate initial
capital contributions of any limited partnerships for which it shall act as
general partner and which are capitalized at greater than $2.5 million (the
"PDF Net Worth Requirement");

     WHEREAS, ProFutures is obligated by the Amended and Restated Limited
Partnership Agreement of AAGF dated as of September 25, 1989 (the "AAGF Limited
Partnership Agreement") to maintain a net worth equal to at least the sum of
(i) the lesser of $250,000 or 15% of the aggregate capital contributions of any
limited partnerships for which it shall act as general partner and which are
capitalized at less than $2.5 million and (ii) 10% of the aggregate capital
contributions of any limited partnerships for which it acts as general partner
and which are capitalized at greater than $2.5 million (the "AAGF Net Worth
Requirement");

     WHEREAS, ProFutures is obligated by the Second Amended and Restated
Limited Partnership Agreement of PLSGF dated as of February 16, 1999 (the
"PLSGF Limited Partnership Agreement") to maintain a net worth of not less than
the greater of $50,000 or at least 5% of the total contributions to PLSGF and
all other partnerships of which ProFutures is general partner, but in no event
shall ProFutures be required to maintain a net worth in excess of $1,000,000
(the "PLSGF Net Worth Requirement");

     WHEREAS, ProFutures is obligated by the First Amended and Restated
Declaration of Trust and Trust Agreement of PSAT dated as of August 1, 2000
(the "PSAT Trust Agreement") to maintain a net worth of not less than the
greater of $50,000 or at least 5% of the total contributions to PSAT and all
other partnerships of which ProFutures is manager, but in no event shall
ProFutures be required to maintain a net worth in excess of $1,000,000 (the
"PSAT Net Worth Requirement");

     WHEREAS, AAI has agreed to subscribe for common stock of ProFutures to
enable ProFutures to continue to meet each Net Worth Requirement pursuant to
the terms and conditions set forth herein;

     WHEREAS, AAI and ProFutures are party to Stock Subscription Agreement
dated as of May  20,  2002; and

     WHEREAS, AAI and ProFutures desire to amend and restate such Stock
Subscription Agreement in its entirety.

     NOW, THEREFORE, in consideration of the premises and the mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:

      1.  Purchase of Shares.  AAI hereby agrees to subscribe for and purchase
shares of the [$.01] par value common stock of ProFutures (the "Shares") upon
call therefor by ProFutures and upon receipt of a certificate substantially in
the form attached hereto as Exhibit A (the "Certificate").  AAI's obligation to
purchase the Shares is subject to the conditions set forth herein.  The
purchase price for the Shares subscribed for by AAI pursuant to this Agreement
shall equal the book value per share as determined by ProFutures' regularly
employed independent certified public accountants in accordance with generally
accepted accounting principles consistently applied on the date the
subscription is called (as to each Fund, the "Call Date"), but in no event less
than $.01 per share.  Payment for the subscription shall be made by wire
transfer within thirty (30) days after the Call Date in exchange for the Shares
(the "Closing Date").

          (a)  PDF.  In the event that PDF suspends trading pursuant to its
trading suspension policy (as set forth in the PDF Limited Partnership
Agreement) and exhausts all of its assets to satisfy its obligations, AAI
agrees to subscribe for the Shares and pay to ProFutures such amount as it may
from time to time call pursuant to this Agreement, up to the PDF Subscription
Amount (as defined).  The PDF Subscription Amount shall be determined as of the
first PDF Call Date and shall mean:  (i) the PDF Net Worth Requirement as of
such date, but in no event more than $7,000,000; minus (ii) the net worth of
ProFutures (excluding AAI's obligations under this Agreement) as of such date,
as determined by ProFutures' regularly employed independent certified public
accountants in accordance with generally accepted accounting principles
consistently applied.

          (b)  AAGF.  In the event that AAGF suspends trading pursuant to its
trading suspension policy (as set forth in the AAGF Trust Agreement) and
exhausts all of its assets to satisfy its obligations, AAI agrees to subscribe
for the Shares and pay to ProFutures such amount as it may from time to time
call pursuant to this Agreement, up to the AAGF Subscription Amount (as
defined).  The AAGF Subscription Amount shall be determined as of the first
AAGF Call Date and shall mean:  (i) the AAGF Net Worth Requirement as of such
date, but in no event more than $7,000,000; minus (ii) the net worth of
ProFutures (excluding AAI's obligations under this Agreement) as of such date,
as determined by ProFutures' regularly employed independent certified public
accountants in accordance with generally accepted accounting principles
consistently applied.

          (c)  PLSGF.  In the event that PLSGF suspends trading pursuant to its
trading suspension policy (as set forth in the PLSGF Limited Partnership
Agreement) and exhausts all of its assets to satisfy its obligations, AAI
agrees to subscribe for the Shares and pay to ProFutures such amount as it may
from time to time call pursuant to this Agreement, up to the PLSGF Subscription
Amount (as defined).  The PLSGF Subscription Amount shall be determined as of
the first PLSGF Call Date and shall mean:  (i) the PLSGF Net Worth Requirement
as of such date; minus (ii) the net worth of ProFutures (excluding AAI's
obligations under this Agreement) as of such date, as determined by ProFutures'
regularly employed independent certified public accountants in accordance with
generally accepted accounting principles consistently applied.

          (d)  PSAT.  In the event that PSAT suspends trading pursuant to its
trading suspension policy (as set forth in the PSAT Trust Agreement) and
exhausts all of its assets to satisfy its obligations, AAI agrees to subscribe
for the Shares and pay to ProFutures such amount as it may from time to time
call pursuant to this Agreement, up to the PSAT Subscription Amount (as
defined).  The PSAT Subscription Amount shall be determined as of the first
PSAT Call Date and shall mean:  (i) the PSAT Net Worth Requirement as of such
date; minus (ii) the net worth of ProFutures (excluding AAI's obligations under
this Agreement) as of such date, as determined by ProFutures' regularly
employed independent certified public accountants in accordance with generally
accepted accounting principles consistently applied.

      2.  Calls with Respect to Multiple Funds.  In the event that ProFutures
makes a call pursuant to two or more of (a) through (d) above, the aggregate
subscription requirement with respect to all such Funds shall not exceed the
highest Subscription Amount of any such Fund.

      3.  Amendment of Fund Net Worth Requirements.  In the event that, at any
time, the PDF Net Worth Requirement, the PLSGF Net Worth Requirement, the AAGF
Net Worth Requirement or the PSAT Net Worth Requirement are reduced, ProFutures
shall immediately notify AAI and this Agreement shall be deemed to be amended
and restated, effective as of the date of such reduction, to reflect the change
in such Fund's Net Worth Requirement.

      4.  Termination of Brokerage Relationship.  In the event that, at any
time, AAI ceases to act as the exclusive futures commission merchant and
clearing broker for any of the Funds, this Agreement shall be deemed to be
amended and restated, effective as of the date of such reduction, to reflect
the deletion of all references to such Fund(s).

      5.  Preservation of Business.  During the term of this Agreement,
ProFutures shall operate only in the ordinary and usual course of business and
shall attempt to preserve intact the present business organization, good will
and advantageous relationships with the Funds, and shall not permit any action
or omission which would cause any of its representations or warranties
contained herein to become inaccurate or any of its covenants to be breached.
Without limiting the generality of the foregoing, ProFutures will not, without
the prior written consent of AAI which consent shall not be unreasonably
withheld or delayed:

          (a)  incur any obligation or enter into any contract which requires a
payment by any party in excess of, or a series of payments which in the
aggregate exceed, $250,000 or provides for the delivery of goods or performance
of services, or any combination thereof, having a value in excess of $250,000
other than contracts entered into in the ordinary course of ProFutures'
business consistent with past practice;

          (b)  sell, transfer, convey, assign or otherwise dispose of any of
its material assets or properties with a value in excess of $100,000, except to
existing affiliated companies for which notice will be provided to AAI.

          (c)  waive, release or cancel any material claims against third
parties or material debts owing to it, or any rights which are in excess of
$100,000;

          (d)  authorize for issuance, issue, sell, deliver or agree or commit
to issue, sell or deliver (whether through the issuance or granting of options,
warrants, convertible or exchangeable securities, commitments, subscriptions,
rights to purchase or otherwise) any shares of capital stock or any other
securities of ProFutures, or amend any of the terms of any such capital stock
or other securities;

          (e)  split, combine, or reclassify any shares of its capital stock,
declare any stock dividend in respect of its capital stock, or redeem or
otherwise acquire any capital stock or other securities of ProFutures;

          (f)  make any borrowings, incur any debt (other than trade payables
in the ordinary course of business and consistent with past practice), or
assume, guarantee, endorse (except for the negotiation or collection of
negotiable instruments in the ordinary course of business and consistent with
past practice) or otherwise become liable (whether directly, contingently or
otherwise) for the obligations of any other person, or make any payment or
repayment in respect of any indebtedness (other than trade payables and accrued
expenses in the ordinary course of business and consistent with past practice)
in excess of $250,000;

          (g)  make any loans, advances or capital contributions to, or
investments in, any other person, except in the ordinary course of business
consistent with past practices in excess of $100,000;

          (h)  acquire, lease or encumber any assets outside the ordinary
course of business or any assets in excess of $100,000;

          (i)  pay any material amount, perform any material obligation or
agree to pay any material amount or perform any material obligation, in
settlement or compromise of any suits or claims of liability against ProFutures
or any of its directors, officers, controlling persons, employees or agents.
For purposes of this section, material is defined as an amount in excess of
$100,000; or

          (j)  terminate (other than an expiration), modify, amend or otherwise
alter or change any of the terms or provisions of any agreement with a Fund.

      6.  Maintenance of Insurance.  The Company shall continue to carry
insurance with substantially the same coverages and in reasonable amounts as
currently in effect, and shall use reasonable best efforts not to allow any
breach, default, termination or cancellation of such insurance policies or
agreements to occur or exist.

      7.  ProFutures' Activities.  ProFutures agrees, for so long as this
Agreement is in effect, not to engage, without the prior written consent of
AAI, in any activities unrelated to its current activities of being:  (a) a
commodity trading advisor; (b) general partner of PLSGF, AAGF and PDF; and (c)
managing owner of PSAT.  Further, ProFutures agrees that AAI shall be its sole
clearing broker for all funds owned or controlled by ProFutures.  ProFutures
shall use best efforts to conserve capital and avoid expenses to the extent
feasible to minimize the need of ProFutures to require AAI to purchase the
Shares.  ProFutures also agrees to cooperate in good faith with AAI in the
conduct of its affairs including, without limitation, its full cooperation in
responding to any reasonable request for information by AAI.

      8.  AAI's Activities.  AAI hereby agrees that it shall:  (a) not purchase
or otherwise acquire any units of limited partnership interest or beneficial
interest of any of the Funds and (b) provide all information which in the
opinion of counsel for ProFutures is reasonably required for ProFutures to
comply with federal and state securities and tax laws, subject to ProFutures
maintaining strict confidentiality as to the information so provided.

      9.  Bank Holding Company Act.  In the event a subscription payment is
called by ProFutures pursuant to Section 1, ProFutures agrees that it will (i)
operate each Fund in compliance with the Bank Holding Company Act of 1956, as
amended ("BHCA"), (ii) liquidate and prohibit the Funds from establishing any
positions that, in the reasonable judgment of AAI, may not be held by such
Funds under the BHCA, and (iii) upon AAI's request, cause the Funds to make,
constitute and appoint AAI as an attorney-in-fact of such Funds with the power
to liquidate any positions that in the reasonable judgment of AAI may not be
held by such Funds under the BHCA.  ProFutures and AAI acknowledge and agree
that such positions shall be liquidated in a commercially reasonable manner
consistent with ProFutures' fiduciary duties to such Funds.

     10.  Representations and Warranties of ProFutures.  ProFutures represents,
warrants and covenants to AAI as follows:

          (a)  ProFutures is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Texas, and has all
requisite corporate power and authority to carry on its business as proposed to
be conducted.

          (b)  True, accurate and complete copies of ProFutures' certificate or
articles of incorporation and bylaws are attached hereto as Exhibit B.

          (c)  ProFutures has all requisite legal and corporate power to enter
into this Agreement, to issue the Shares and to perform its other obligations
under the terms of this Agreement.

          (d)  The Shares shall, when issued, have been duly authorized and,
upon receipt of the purchase price therefor, will be (i) validly issued, fully
paid and nonassessable, (ii) free of preemptive rights and (iii) free and clear
of any and all liens.

          (e)  ProFutures has taken all corporate action necessary for its
authorization, execution, and delivery of, and its performance under, this
Agreement.

          (f)  This Agreement constitutes a legal, valid and binding obligation
of ProFutures, enforceable against ProFutures in accordance with its terms,
except that enforceability may be limited by (i) bankruptcy, insolvency or
other laws affecting the enforcement of creditors' rights generally and (ii)
general principles of equity regardless of whether such enforceability is
considered in a proceeding in equity or at law.

          (g)  The issuance of a Certificate shall constitute a representation
and warranty by ProFutures that the information contained therein is true and
complete as of the date of issuance.

     11.  Representations and Warranties of AAI.  AAI represents and warrants
to ProFutures as follows (which representations and warranties shall be deemed
to be repeated at each Call Date and Closing Date):

          (a)  AAI is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of New York and has all requisite
corporate power and authority to carry on its business as conducted on the date
hereof.

          (b)  AAI has taken all actions required for its authorization,
execution, and delivery of, and its performance under, this Agreement.

          (c)  This Agreement constitutes a valid and binding obligation of
AAI, enforceable against AAI in accordance with its terms, except that
enforceability may be limited by (i) bankruptcy, insolvency or other laws
affecting the enforcement of creditors' rights generally and (ii) general
principles of equity regardless of whether such enforceability is considered
in a proceeding in equity or at law.

     12.  Conditions to AAI's Obligations at each Call Date and Closing Date.
AAI's obligation to purchase the Shares at the Closing is subject to the
fulfillment at each Call Date and Closing Date of the following conditions:

          (a)  The representations and warranties made by ProFutures herein
shall be true and correct when made, and shall be deemed to be repeated at each
Call Date and Closing Date;

          (b)  ProFutures shall have performed all obligations and conditions
herein required to be performed or observed by it on or prior to the Call Date
and all documents incident thereto shall be satisfactory in form and content to
AAI and its counsel;

          (c)  The conditions to the call set forth in Section 1 shall have
been met and the Certificate shall have been duly executed and delivered;

          (d)  The Shares shall have been delivered to AAI.

          (e)  Information Requirements of ProFutures.  During the term of this
Agreement, AAI shall have the right, upon reasonable notice and during normal
business hours, to review and, at its expense, copy the books and records of
ProFutures at the offices of ProFutures.  In addition, ProFutures shall furnish
to AAI:

          (f)  The Subscription Amount of each Fund on the date hereof, within
twenty (20) days of each month-end, and upon reasonable request by AAI;

          (g)  Immediate notice of a suspension of trading in any Fund;

          (h)  Immediate notice in the event that any of the Funds' assets have
declined as of the close of business on any business day to a level less than
80% of the net assets of such Fund at the end of the preceding month (adjusted
for contributions, redemptions and distributions);

          (i)  Quarterly and annual unaudited financial statements and annual
and other audited statements of ProFutures, promptly following their
completion;

          (j)  A monthly statement of the net worth of ProFutures (excluding
AAI's obligations under this Agreement) determined in accordance with generally
accepted accounting principles consistently applied, within twenty (20) days of
each month-end;

          (k)  Copies of all regulatory notices, complaints, legal actions or
proceedings, and other claims involving or in any way relating to ProFutures or
any Fund including, without limitation, claims by any limited partner or
unitholder, as the case may be, of a Fund, as soon as practicable following
filing or receipt thereof by ProFutures;

          (l)  Copies of all financial statements required to be delivered to
participants in the Funds pursuant to the rules of the Commodity Futures
Trading Commission or National Futures Association, promptly and in no event
later than the date of distribution to the participants in the Fund; and

          (m)  Copies of marketing material used in connection with any Fund,
promptly following their use.

     13.  Other Conditions.  In the event ProFutures either makes a general
assignment of its assets to creditors under applicable state law; is placed
into receivership under any governing state or federal law; or made subject to
any foreign insolvency proceeding, this Agreement shall terminate without any
further notice or action of AAI being necessary or required (collectively, an
"Insolvency Event"); provided, however, that AAI, in its sole and absolute
discretion, may elect within ten (10) days of receipt of written notice of an
Insolvency Event to continue the term of the Agreement by providing written
notice of such election to ProFutures (and any assignee or receiver, as the
case may be), subject to whatever additional or other terms and conditions as
AAI may reasonably request.  In the event an order for relief is entered
against ProFutures under any chapter of Title 11 of the United States Code,
(the "Bankruptcy Code") and a case is commenced in a United States Bankruptcy
Court (a "Bankruptcy Proceeding"), ProFutures or (if applicable) its trustee
may request, but shall not be entitled to require, cash contributions from AAI
under this Agreement.  AAI, in its sole and absolute discretion, may elect to
make such cash contribution in the Bankruptcy Proceeding, subject to
satisfaction of the following conditions:  First, in lieu of issuing any shares
in exchange for such a requested cash contribution, ProFutures or (if
applicable) its trustee shall obtain entry of an order under Section 363 of the
Bankruptcy Code, in form and substance satisfactory to AAI (the "Sale Order")
authorizing the sale to AAI of so much of the assets of the estate of
ProFutures as AAI determines in its reasonable discretion to have a value that
is at least equal in amount to the cash contribution that it has agreed to make
(the "Purchase Price").  Second, any assets so transferred to AAI in
consideration for the Purchase Price shall be conveyed pursuant to Section 363
of the Bankruptcy Code free and clear of all liens, claims or encumbrances.
Third, the Sale Order shall provide a finding that AAI is a "good faith"
purchaser and is entitled to the protections of Section 363(m).  Fourth, AAI
shall be entitled to reasonable overbid procedures in connection with any such
asset sale, including, but not necessarily limited to entry of  an order in the
Bankruptcy Proceeding authorizing ProFutures to reimburse AAI, as an
administrative expense under Section 503(b) of the Bankruptcy Code, for any
fees, costs or expenses, including attorneys' fees, reasonably incurred by AAI
in connection with its offer to pay the Purchase Price.

     14.  Term.  This Agreement shall continue in effect for a period of one
(1) year from the date hereof and shall be automatically renewed for additional
one (1) year terms. Notwithstanding the foregoing, (i) either party may
terminate this Agreement at any time after having given the other party at
least sixty (60) days' prior written notice of its intent to terminate, and
(ii) AAI may, in its sole discretion, terminate this Agreement immediately
following a capital call made pursuant to Section 1 hereof, provided that AAI's
obligation to make payment pursuant to such call shall survive the termination
of this Agreement.  In the event of any such termination, AAI will provide
ProFutures with prompt written notice.

     15.  Amendments; Waiver; Assignments; Beneficiaries.  Except as otherwise
provided in Section 3 and Section 4 above, none of the provisions of this
Agreement may be amended or waived except by a written instrument duly executed
by the party to be charged therewith.  No waiver of any right or remedy or any
breach of or default under any provision of this Agreement shall constitute a
waiver of any other right or remedy for any breach of or default under any
other provision or of any other breach of or default under the same provision.
This Agreement may not be assigned by either party without the prior written
consent of the other, and any attempted assignment without such consent shall
be void.  No change in ownership of either party shall in any way affect its
obligation hereunder.  This Agreement and the conditions and provisions hereof
are intended to be and are for the sole and exclusive benefit of the parties
hereto and their respective successors and assigns and for the benefit of no
other person or entity.

     16.  Governing Law; Jurisdiction; Venue.  This Agreement shall be governed
by and construed in accordance with the laws of the State of Illinois
(excluding conflict of laws principles).  All disputes, claims, actions or
proceedings arising directly or indirectly from or in connection with this
Agreement shall be litigated only in a court located in the State of Illinois.
The parties hereby consent and submit to the jurisdiction of any state or
federal court located in the County of Cook, State of Illinois.  The parties
hereby waive any right to transfer or change the venue of any such litigation.

     17.  Notices.  Any notices required or desired to be given under this
Agreement shall be given in writing and shall be effective when given
personally on the date delivered or, when given by mail, overnight courier or
facsimile (provided receipt of the latter is orally confirmed), upon the date
of receipt, addressed as follows (or to such other address as the party
entitled to notice shall hereafter designate in accordance with the terms
hereof):

               If to ProFutures:

                    ProFutures, Inc.
                    11612 Bee Cave Road - Suite 100
                    Austin, Texas  78738
                    Attn:  Gary D. Halbert, President
                    Fax:
                        ------------------------------

               If to AAI:

                    ABN AMRO Incorporated
                    208 South LaSalle Street
                    Chicago, Illinois  60604
                    Attn:  Ben A. Witt, President
                    Fax:  (312)
                               -----------------------

               with a mandatory copy to:

                    ABN AMRO Incorporated
                    208 South LaSalle Street
                    Chicago, Illinois  60604
                    Attn:  Maureen Guilfoile
                    Fax:  (312) 855-5284


     18.  Severability of this Agreement.  In case any provision of this
Agreement shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

     19.  Counterparts.  This Agreement may be executed in any number of
counterparts, all of such counterparts together to be deemed one instrument.

     20.  Captions.  Any captions appearing in this Agreement are inserted as a
matter of convenience and for reference only and shall not define, limit, or
describe the scope and intent of this Agreement or any of the provisions
hereof.

     21.  Entire Agreement; Prior Agreements.  This Agreement contains the
entire understanding of the parties with respect to the subject matter hereof
and supersedes all prior agreements and understandings (written and oral) of
the parties in connection herewith.

     IN WITNESS WHEREOF, the parties have duly caused this Agreement to be
executed and delivered by their duly authorized agents as of the date first
above written.

                                  ABN AMRO INCORPORATED



                                   By:
                                      ------------------------------------

                                   Name:
                                        ----------------------------------

                                   Title:
                                         ---------------------------------



                                   PROFUTURES, INC.



                                   By:
                                      ------------------------------------
                                      Gary D. Halbert, President



                                                                      EXHIBIT A

                                   CERTIFICATE



     ProFutures, Inc. ("ProFutures") hereby certifies to ABN AMRO Incorporated
("AAI") pursuant to the Amended and Restated Stock Subscription Agreement dated
as of                           , 2002 by and between ProFutures and AAI (the
"Subscription Agreement") as follows:

      1.  Its Certificate or Articles of Incorporation and By-laws attached to
the Agreement as Exhibit B have not been amended in any respect and remain in
full force and effect as of the date hereof.

      2.  The representations and warranties of ProFutures set forth in Section
11 of the Subscription Agreement are true and correct in all respects as of the
date hereof.

      3.  At the date hereof, ProFutures has performed, satisfied and complied
with the covenants, agreements and conditions required by the Subscription
Agreement to be performed or satisfied by it or with which it is required to be
in compliance.

      4.  The undersigned represents and warrants that the following conditions
to the call have been met:

          (a)  The Fund to which the call relates is
(the "Call Fund");

          (b)  The Call Fund suspended trading in accordance with its trading
suspension policy (as set forth in its limited partnership agreement or trust
agreement) on                               , 20    ;

          (c)  The Call Fund has exhausted all of its assets to satisfy its
obligations;

          (d)  The net worth of ProFutures (excluding AAI's obligations under
the Subscription Agreement) as of the date hereof, as determined by ProFutures'
regularly employed independent certified public accountants in accordance with
generally accepted accounting principles consistently applied is $            .

          (e)  Subject to paragraph 5 hereof, the Subscription Amount
determined as of the date hereof is $            (which amount is equal to:
(i) the Call Fund's Net Worth Requirement as of the Fund's first Call Date;
minus (ii) the net worth of ProFutures (excluding AAI's obligations under the
Subscription Agreement) as of such date, as determined by ProFutures' regularly
employed independent certified public accountants in accordance with generally
accepted accounting principles consistently applied.

      5.  The Subscription Amount shall in no event exceed:  (i) $7,000,000, if
the Call Fund is either ProFutures Diversified Fund, L.P. or Alternative Asset
Growth Fund, L.P.; or (ii) $1,000,000 if the Call Fund is either ProFutures
Long/Short Growth Fund, L.P. or ProFutures Strategic Allocation Trust.  In the
event that ProFutures makes a call with respect to two or more Funds, the
aggregate subscription requirement with respect to all such Call Funds shall
not exceed the highest Subscription Amount of any such Call Fund.

      6.  Capitalized terms used herein but not defined herein have the same
meaning as in the Subscription Agreement.

     IN WITNESS WHEREOF, the undersigned has caused this Certificate to be
executed by its duly authorized officer on this      day of                  ,
20    .


                                   PROFUTURES, INC.



                                   By:
                                      ------------------------------------

                                   Name:
                                        ----------------------------------

                                   Title:
                                         ---------------------------------



                                EXHIBIT 99.1


                   CERTIFICATION PURSUANT TO SECTION 1350 OF
               CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
               ------------------------------------------------


I, Gary D. Halbert, the President of ProFutures, Inc. as general partner of
Alternative Asset Growth Fund, L.P., certify that (i) the Form 10Q for the
quarter ended June 30, 2002 of Alternative Asset Growth Fund, L.P. fully
complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and (ii) the information contained in the Form 10Q for the
quarter ended June 30, 2002 fairly presents, in all material respects, the
financial condition and results of operations of Alternative Asset Growth Fund,
L.P.

                                         ALTERNATIVE ASSET GROWTH FUND, L.P.
                                         By:  ProFutures, Inc., general partner



                                         By:  /s/ Gary D. Halbert
                                              ---------------------------------
                                              Gary D. Halbert
                                              President
                                              August 13, 2002



                                EXHIBIT 99.2


                   CERTIFICATION PURSUANT TO SECTION 1350 OF
               CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE
               ------------------------------------------------


I, Debi B. Halbert, the Chief Financial Officer of ProFutures, Inc. as general
partner of Alternative Asset Growth Fund, L.P., certify that (i) the Form 10Q
for the quarter ended June 30, 2002 of Alternative Asset Growth Fund, L.P.
fully complies with the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 and (ii) the information contained in the Form 10Q for the
quarter ended June 30, 2002 fairly presents, in all material respects, the
financial condition and results of operations of Alternative Asset Growth Fund,
L.P.

                                         ALTERNATIVE ASSET GROWTH FUND, L.P.
                                         By:  ProFutures, Inc., general partner



                                         By:  /s/ Debi B. Halbert
                                              ---------------------------------
                                              Debi B. Halbert
                                              Chief Financial Officer
                                              August 13, 2002