PURCHASE AGREEMENT

          This  PURCHASE  AGREEMENT  (the  "Agreement")  is  made  and
entered  into  as  of the 25th day of September, 2000 between  Retired
Persons   Pharmacy  of  Texas,  Inc.  ("Seller")  and  21  st  Century
Technologies, Inc. ("Purchaser').

          In  consideration  of the mutual covenants  hereinafter  set
forth, the parties hereto agree as follows:

I . Purchase and Sale of Property.

          A.    Subject  to  the  provisions and conditions  contained
herein,  Seller  agrees to sell and Purchaser  agrees  to  purchase  a
parcel of land and building, which land and building is known as  5050
East  Belknap  Street, Fort Worth, Texas 761175050  and  a  parcel  of
land,  which  land  is known as 2219 Eden Avenue,  Fort  Worth,  Texas
76117-5050  both as more particularly described on Exhibit A  attached
hereto and made a part hereof (collectively the "Property").

          B.    As  used  herein, the Property shall also include  all
appurtenances,  easements,  licenses,  rights-of-way,  and  privileges
belonging or appurtenant to the Property.

2.   Deposits.

          Purchaser  shall  deposit,  in  cash,  with  Rattikin  Title
Company  (the "Escrow Agent") the sum of twenty five thousand  dollars
($25,000.00)  upon  Purchaser's  execution  of  this  Agreement   (the
"Deposit").

3.

Intentionally Deleted.

4.   Purchase Price.

          The  purchase price for the Property (the "Purchase  Price")
shall  be  eight hundred and fifty thousand one hundred and fifty  two
dollars  and  twenty  cents ($850,152.20),  which  shall  be  paid  by
Purchaser to Seller at the Closing in immediately available funds,  by
certified  or cashier's check, or by bank wire transfer of  funds,  at
Seller's option.

5.   Title.

          A.    At  the  Closing,  Seller shall convey  title  to  the
Property  to Purchaser in fee simple, free and clear of all mortgages,
deeds  of trust, leases, security interests, or judgments, except  for
(i)  the  lien of real estate taxes not yet due and payable, (ii)  and
such  other  matters affecting title to the Property  as  shown  on  a
current  title  commitment or survey or which do not adversely  affect
the   marketability  of  title,  (iii)  building  and  zoning   rules,
regulations,  laws  and  ordinances;  and  to  easements,   covenants,
restrictions,  reservations, consents and  agreements  of  record  not
violated  by  the existing structure or present use therein,  (iv)  to
any  statement of facts that an accurate survey would show so long  as
it  does not render title unmarketable and (v) such other items as set
forth  on Schedule 1 attached hereto ((i), (ii). (iii), (iv)  and  (v)
collectively "Permitted Exceptions.")

          B.    The existence of any other liens or encumbrances which
may  be  discharged by the payment of money, or satisfaction of  which
shall  be  available at the time of Closing, shall not  constitute  an
objection  of  title,  provided the Seller, at the  time  of  Closing,
deposits  with  the  Escrow  Agent, a  sum  reasonably  sufficient  to
satisfy said lien or encumbrance of record.

          C.    Purchaser shall immediately upon the execution of this
Agreement  order  from  the Escrow Agent a  title  commitment  on  the
Property  together  with  legible copies of  all  documents  described
therein.  Purchaser shall have a period of fifteen (15) calendar  days
after  receipt  of such title commitment to determine whether  any  of
the matters described in such report are not Permitted Exceptions.  If
Purchaser  determines  that  any  matters  described  in  such   title
commitment   are   not  Permitted  Exceptions,  Purchaser   shall   so
immediately  notify Seller in writing of such matters and the  reasons
why  they are not Permitted Exceptions. Notwithstanding the foregoing,
any   title  matters  to  which  Purchaser  does  not  object  by  the
conclusion  of  the  Study  Period (as  hereinafter  defined)  whether
Permitted  Exceptions or otherwise, shall conclusively  be  deemed  to
have  been  waived by Purchaser. Seller agrees not to permit  any  new
title  matter  to be recorded against the Property which  can  not  be
satisfied  or  removed prior to the Closing. Seller  shall  thereafter
eliminate  or cure such disapproved matters (other than the  Permitted
Exceptions)   or   make  satisfactory  arrangements   to   have   such
disapproved  matters (other than the Permitted Exceptions)  eliminated
or  cured prior to or at the Closing, provided, that in no event shall
Seller  be  obligated  to  institute litigation  or  spend  more  than
$1,000.00  in  curing  any  particular  title  defect.  If  Seller  is
unsuccessful  in  eliminating or curing any title matters  which  have
been  disapproved by Purchaser (other than the Permitted  Exceptions),
then  the Purchaser shall have the right to either waive such  matters
and  proceed  to Closing hereunder without reduction or adjustment  in
the  Purchase  Price, or terminate this Agreement  by  giving  written
notice  of  termination to Seller ("Notice of Termination").  If  such
Notice  of  Termination is given, this Agreement shall terminate,  and
the  Deposit,  along  with  any  interest  earned  thereon,  shall  be
returned   to   Purchaser  by  the  Escrow  Agent,  and  all   rights,
obligations,  and  liabilities  of  the  parties  hereunder  shall  be
released and discharged.

6.   Condition of Premises and Inspection.

          Other  than  for  the Study Period, it is agreed  that  this
Agreement  is  not  subject  to  a  physical,  structural   or   other
inspection  of  the Property by the Purchaser or its  representatives.
The  Purchaser  represents and acknowledges that Purchaser  was  given
ample  opportunity to have such inspections of the Property made prior
to   Purchaser's  execution  of  this  Agreement.  Purchaser   further
acknowledges  that  Purchaser has either  had  an  inspection  of  the
Property,  and  is satisfied with the results of such  inspection;  or
that  Purchaser has decided not to do so. If Purchaser  has  not  made
such  inspection,  Purchaser acknowledges that Purchaser  assumes  all
risks  with  regard  thereto,  and Purchaser  shall  hold  the  Seller
harmless   as  a  result.  Purchaser  does  further  acknowledge   and
represent  that  Purchaser  has not relied on  any  representation  or
representations  with  regard  to  the  condition  of  the   Property,
regardless of whether such representation be written or oral,  whether
same  be  made  in  this Agreement or separately,  and  regardless  of
whether  it was made by the Seller, a real estate broker, the Seller's
attorneys  or  anyone representing, or acting on behalf  of  any  such
parties.  Purchaser  agrees to take the Property and  each  and  every
part  thereof  11as  is."  All of the provisions  set  forth  in  this
Section 6 shall survive the Closing.

     SELLER  MAKES  NO  REPRESENTATION OR WARRANTY WHATSOEVER  WHETHER
EXPRESSED,  IMPLIED  OR  STATUTORY WITH RESPECT  TO  THE  KIND,  SIZE,
QUALITY,  DESCRIPTION, OR MERCHANTABILITY OF THE PROPERTY OR OTHERWISE
WITH  RESPECT  TO THE PROPERTY, THE AVAILABILITY OF UTILITIES,  ACCESS
OF  THE  PROPERTY  TO  PUBLIC  ROADS, OR THE  CONDITION,  ADEQUACY  OR
SUITABILITY  OF  THE PROPERTY FOR ANY PURPOSE. PURCHASER  ACKNOWLEDGES
THAT  IT IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES OF SELLER
AS  PART  OF  THE  AGREEMENT, BUT INSTEAD  WILL  RELY  SOLELY  ON  ITS
INSPECTIONS   AND  REPORTS  OF  ITS  THIRD  PARTY  CONTRACTORS.   This
paragraph  will survive closing or termination of this  Agreement  and
the language will be included in the deed delivered at Closing.

7.   The Closing.

          A.  The  Closing  shall be held thirty  (30)  calendar  days
following the conclusion or waiver of the Study Period at the  offices
of  Rattikin Title Company, 611 Throckmorton, Fort Worth, Texas  76102
Att:  Brian  Grona or at such other location as may be  acceptable  to
Seller and Purchaser. Purchaser may extend the date of the Closing  by
an  additional  thirty (30) calendar days by depositing an  additional
$15,000.00  of  non-refundable  earnest  money  with  Rattikin   Title
Company  so  that  the  Deposit  (exclusive  of  any  interest  earned
thereon)  is $40,000.00, provided that Purchaser gives Seller  advance
written  notice of its election to so extend the Closing. Such written
notice  must  be received by Seller no later than the  date  which  is
fifteen  (15)  calendar days after the conclusion  or  waiver  of  the
Study  Period. The date upon which the Closing is scheduled  to  occur
is referred to herein as the "Closing."

          B.    At the Closing, Seller shall execute, acknowledge, and
deliver  to  Purchaser a special warranty deed conveying the  Property
to  Purchaser ("Deed of Conveyance"). At the Closing, Purchaser  shall
deliver   to   Seller   the  Purchase  Price  and  other   appropriate
consideration   as  set  forth  herein.  Seller  shall   deliver,   if
applicable, a standard title closers affidavit. Purchaser  shall  have
the  obligation  to pay any sales tax applicable to such  transfer  of
personal  property, and shall indemnify and hold Seller harmless  with
respect thereto. This provision shall survive the Closing.

          C.    Seller  shall pay the costs relating to the  releasing
of  any  existing  loans  or mortgages on the Property  and  Purchaser
shall pay any and all other Closing costs and expenses including,  but
not  limited  to transfer taxes and charges, recordation  and  similar
taxes  and charges imposed upon or in connection with the transfer  of
the  Property and the cost of recording the Deed of Conveyance. Seller
shall  pay  for  the reasonable cost of TILTA survey of  the  Property
provided  such  cost  is agreed to by Seller in  writing  in  advance.
Seller  shall  pay  for  the cost of title  insurance  and  all  other
associated  title  insurance charges except  for  the  15%  additional
title  premium required to delete the survey exception from the  title
commitment. Purchaser agrees to pay all expenses related to  any  loan
or   mortgage  in  connection  with  the  purchase  of  the  Property.
Purchaser  and  Seller  will  each  pay  their  own  counsel  fees  in
connection  with  this matter and each shall bear equally  any  escrow
fees  imposed  by  the Escrow Agent. In the event Purchaser  does  not
close  the  transaction  contemplated by this  Agreement,  except  for
Seller's  breach,  Purchaser shall pay Seller  for  the  cost  of  the
survey  and  any  title  charges, which  will  be  withheld  from  the
Deposit.  Purchaser agrees to pay for any additional survey costs  for
work required by Purchaser or by any potential lender.

          D.    Real  estate  taxes, rents, utilities and  charges  in
connection  with  maintenance agreement and similar charges  shall  be
prorated between Purchaser and Seller as of the Closing.

          E.   Possession of the Property shall be delivered to Purchaser
immediately upon consummation of the Closing.

B.   Condemnation.

          In   the   event  of  any  condemnation  or  eminent  domain
proceedings for public or quasi-public purposes at any time  prior  to
Closing  hereunder, resulting in the taking of all or any  substantial
part  of  the Property, Purchaser or Seller shall have the  option  to
terminate this Agreement, in which event the Deposit and any  interest
earned  thereon  shall  be promptly returned  to  Purchaser,  and  all
rights,  obligations, and liabilities of the parties  hereunder  shall
be  released and discharged. In the event of an insubstantial  taking,
this  Agreement  shall  remain  in  full  force  and  effect  and  the
transaction  contemplated by this Agreement shall be effected  by  the
parties  hereto,  without  adjustment or  reduction  in  the  Purchase
Price,   and   Purchaser  shall  receive  and  be  entitled   to   the
condemnation award.

9.   Remedies.

          A.     In  the  event  Seller  breaches  this  Agreement  or
otherwise  fails  to  perform  or observe  any  of  the  covenants  or
obligations  to  be  performed  or  observed  by  Seller  under   this
Agreement  ("Event of Default"), Purchaser shall give  Seller  written
notice  of  such default. If any such Event of Default shall  continue
beyond  a  reasonable cure period not to exceed thirty  (30)  calendar
days   unless  circumstances  so  require  and  Seller  is  diligently
pursuing  a cure, then Purchaser shall be entitled, at its  option  as
Purchasers  sole and exclusive remedy hereunder, either to (i)  pursue
specific performance or (ii) obtain the return of the Deposit and  any
interest  earned  thereon  from the Escrow Agent;  provided,  however,
that  the  election  by  Purchaser  shall  constitute  the  sole   and
exclusive remedy of Purchaser for any breach by Seller hereunder.  The
return  of  the Deposit to Purchaser shall fully release  Seller  from
liability  in  respect of the breach of any of Seller's  covenants  or
obligations  hereunder. In the event a court of competent jurisdiction
enters  a  decree  or specific performance ordering Seller  to  comply
with  the terms of this Agreement, then Seller agrees it shall  convey
the  Property to Purchaser according to the tenor of such decree,  and
Purchaser shall fully release Seller from liability in respect of  the
breach of any of Seller's covenants or obligations hereunder.

          B.    The  parties agree that if Purchaser defaults  in  its
obligations  hereunder, it would be extremely difficult  to  ascertain
the  extent  of  the  actual  damage to  Seller  resulting  from  such
default.  Thus, Purchaser and Seller agree that if Purchaser  defaults
hereunder  and Purchasers default shall continue beyond  a  reasonable
time  period not to exceed ten (10) calendar days unless circumstances
so  require and Purchaser is diligently pursuing a cure, Seller  shall
be  entitled to retain the Deposit and all interest earned thereon  as
fixed,  agreed,  and  liquidated damages as  the  sole  and  exclusive
remedy  of  Seller hereunder. Except as set forth in  this  Agreement,
Seller  shall  not  be  entitled  to any  other  damages,  rights,  or
remedies  against  Purchaser  as  a  result  of  Purchaser's   default
hereunder.

10.  Brokerage Commission.

          Seller  and  Purchaser each represent  and  warrant  to  the
other  that other than Trammell Crow Dallas/Fort Worth, Ltd. and Henry
S.  Miller  Commercial that they have not dealt with  or  engaged  any
broker,  finder,  or other person in connection with the  transactions
contemplated herein, and each party agrees to indemnify and  hold  the
other  harmless on account of any loss, damage, liability, or expense,
including reasonable attorney's fees, incurred by reason of  a  breach
of  such representation and warranty. Seller will pay only the fee  of
Trammell  Crow  Dallas/Fort Worth, Ltd. by  separate  agreement.  This
provision shall survive the Closing.

11.  General Provisions.

          A.    Purchaser  shall  not  have the  right  to  assign  or
delegate  any  of  its  rights  or obligations  under  this  Agreement
without  the consent of the Seller, which consent Seller may  withhold
or  grant  in Seller's sole discretion. Seller may freely  assign  and
transfer  this  Agreement.  Purchaser  acknowledges  and  agrees  that
Seller  may  be merging with another entity prior to Closing  so  that
such  entity  may  become  the Seller hereunder.  Notwithstanding  the
foregoing,  Purchaser  may  assign this  Agreement  to  a  party  that
controls  Purchaser  or  which is controlled by  Purchaser.  Purchaser
shall  however not be released of any liability hereunder in the event
of such assignment.

          B.    The  terms and conditions of this Agreement  shall  be
binding  upon,  and  inure to the benefit of, the parties  hereto  and
their    respective    heirs,   successors,    assigns    and    legal
representatives.

          C.    All  notices  required or permitted by this  Agreement
shall  be  given in writing and delivered personally or sent by  mail,
registered or certified, postage prepaid, or by Federal Express,  UPS,
or similar overnight delivery service to the following addresses:

As to Seller:

Retired  Persons Pharmacy of Texas, Inc. c/o Retired Persons Services,
Inc. 500 Montgomery Street Alexandria, Virginia 22314 Att: President
Att: General Counsel

with a copy to:

Greenwald  &  Strongin P.C. 60 East 42nd Street, 47th Floor New  York,  New
York 10 165 Aft: Robert H. Strongin, Esq.

As to Purchaser:

21st   Century  Technologies, Inc. 2513 E. Loop 820 Fort  Worth,  TX  76112
Aft: Judith Weber

with a copy to:

Henry  S. Miller Commercial 1100 Providence Towers West 5001 Spring  Valley
Road Dallas, TX 75244 Aft: Trey Fricke

As to Escrow Agent:

Rattikin Title Company
611 Throckmorton
Fort Worth, Texas 76102
Aft: Brian Grona

Any  notice served upon any party as provided above shall be deemed to have
been  given  upon  receipt.  Any party to this  Agreement  may  change  the
address  for  notice  by  providing notice to the  other  parties  to  this
Agreement as provided for above.

          D.  This  Agreement constitutes the entire agreement between  the
parties  concerning  the  subject matter hereof and  supersedes  all  prior
negotiations, agreements, and undertakings.

          E.    This  Agreement may not be modified except by  the  written
agreement of the parties hereto.

          F.    In the event any one or more of the provisions contained in
this  Agreement  are held to be invalid, illegal, or unenforceable  in  any
respect, such invalidity, illegality, or unenforceability shall not  affect
any  other provisions hereof, and this Agreement shall be construed  as  if
such  invalid,  illegal, or unenforceable provision had not been  contained
herein.

          G.    The  date on which the Seller accepts this Agreement  shall
be inserted as the date of this Agreement in the first paragraph hereof.

          H.    This  Agreement  and all transactions  hereunder  shall  be
governed by the laws of the State of Texas.

          1.    No  failure of any party hereto to exercise  any  right  or
power given to such party hereunder or to insist upon strict compliance  by
the  other party with its obligations hereunder shall constitute  a  waiver
of any party's right to demand strict compliance with the terms hereof.

          J.    Each  of the parties hereto, by the execution and  delivery
of  this  Agreement represents and warrants to the other  party  that  such
party  is  authorized to execute and deliver this Agreement and  that  this
Agreement is fully binding on such party.

          K.    At  Closing,  the  parties shall  provide  the  information
necessary  for Internal Revenue Service Form 1099-S or other  similar  form
as required.

          L.    This  Agreement is not contingent upon any other matter  of
condition except as may be expressly stated to the contrary herein.

          M.    Neither  this Agreement nor a memorandum thereof  shall  be
recorded or filed in any office of public record.

          N.    Seller  makes  no  representation or warranty  whether  the
Property complies with the Americans with Disabilities act.

Agreement.

     O.   Time is of the essence for Purchaser's obligations under this

     P.   If either party shall be required to engage an attorney to enforce or
       defend the rights of such party hereunder, the prevailing party shall be
       entitled to recover reasonable attorneys fees and cost costs from the
       non-prevailing party.

          Q.    This  Agreement is intended to benefit the  parties  hereto
and  there  shall  be  no  third  party  beneficiaries  of  this  Agreement
including,  but  not limited to, employees, creditors, customers,  brokers,
consultants  and  suppliers  of Seller or Purchaser  or  any  other  person
Purchaser   or  Seller  may  have  dealt  with  in  connection  with   this
transaction.  In  particular, but not in limitation of  the  foregoing,  no
creditor  of Seller and no person seeking to enforce any agreement  between
such  creditor  and  Seller  shall  have  any  rights  by  virtue  of  this
Agreement.

          R.     Captions  and  section  headings  used  herein   are   for
convenience  only, and are not a part of this Agreement, and shall  not  be
used in construing it.

          S.    Purchaser agrees to make payment of the Purchase  Price  in
such  denominations  and to such payees as may be requested  by  Seller  to
satisfy any mortgages, liens or encumbrances.

          T.    The  Property shall remain on the market and  Seller  shall
have  the  right  to negotiate and accept any other offer, subject  to  the
terms of this Agreement.

          U.  In the event that Purchaser terminates this Agreement for any
reason  permitted  hereunder, the Escrow Agent shall  pay  $100.00  of  the
Deposit to Seller as a contract fee and the balance to Purchaser.



Seller's Covenants.

Representations and Warranties.

          A.    As  a material inducement for Purchaser to enter into  this
Agreement  and  to proceed to Closing, Seller hereby covenants  and  agrees
with Purchaser as follows:

                    Without the prior written approval of Purchaser,  which
approval  shall  not  be  unreasonably withheld,  delayed  or  conditioned,
Seller   shall   not:  (i)  construct  or  install  on  the  Property   any
improvements   or  allow  any  existing  improvements,  natural   deposits,
resources,  or vegetation on the Property to be wasted, removed,  sold,  or
in  any  way  encumbered or otherwise alter the physical condition  of  the
Property;  (ii) enter into, amend, cancel or modify any leases,  agreements
or  other  undertakings affecting all or any part of  the  Property;  (iii)
grant  any  easements  or  rights of way over or through  the  Property  or
permit  any liens, mortgages, deeds of trust, or other encumbrances  to  be
placed  against  the  Property, except such liens  that  can  be  paid  and
released from the cash consideration payable by Purchaser at Closing; or

(iv)  permit  any lien or other encumbrance affecting the Property  as
of the date of this Agreement to be in default and/or foreclosed.

               2.   Seller  shall  furnish  Purchaser  within  fifteen
(15)  business  days  from  the  date  of  this  Agreement  with   any
information  in  Seller's reasonable possession or reasonable  control
from  time to time pertaining to the Property including any warranties
relating  to the Property, certificates of occupancy, leases,  service
agreements, etc. Reasonable possession or reasonable control means  in
the  reasonable possession or reasonable control of the  Treasurer  of
Seller.

               3.   Seller  shall  cancel any contract,  agreement  or
other  obligation of Seller pertaining to the Property which Purchaser
does  not  agree in writing to assume after Closing assuming that  the
terms   of  such  contract,  agreement  or  other  obligation   permit
cancellation  and  such  cancellation may  be  made  without  cost  to
Seller.

               4.   Seller  shall, during the term of this  Agreement,
maintain  in  full force and effect insurance against property  damage
and liability for personal injury.

          B.    As  a material inducement for Purchaser to enter  into
this  Agreement  and to proceed to Closing, Seller  hereby  makes  the
following representations to Purchaser:

               1  .  Subject  to  Paragraph 11  (A),  Seller  is  duly
organized  and formed and is in good standing under the  laws  of  the
State of Texas.

               2.   This  Agreement and all of the documents  executed
by  Seller  which  are  to be delivered at Closing  are,  and  at  the
Closing  will  be  (i)  duly  authorized, executed  and  delivered  by
Seller;  (ii) the legal, valid and binding obligations of Seller;  and
(iii) sufficient to convey title (if they purport to do so);

               3.   Seller is not a "foreign person" as that  term  is
used  in  Section 1445(b)(2) of the Internal Revenue Code of 1986,  as
amended,  and  the related regulations. Seller agrees to  execute  and
deliver  to  Purchaser at Closing a valid certification of non-foreign
person  status  in the form of Exhibit B attached hereto  and  made  a
part  hereof, duly executed under penalty of perjury and in  form  and
substance which complies with the requirements of said regulations.

13.  Risk of Loss.

          Risk  of  Loss  shall not pass to the Purchaser  until  such
time  that the Deed of Conveyance is delivered unless the Property  is
delivered to Purchaser prior to the Closing.

14.  Study Period.

          For  the  period  commencing on the date of  full  execution
hereof  and ending forty-five (45) calendar days thereafter at  5:OOPM
east coast time (the "Study Period"), Purchaser, at its sole cost  and
expense,  shall have reasonable access to the Property  for  the  sole
purpose   of   determining  whether  the  Property  is  suitable   for
Purchaser's  intended  use, provided that (i)  Purchaser  repairs  any
damage  or  loss  to  the  Property  caused  in  connection  with  any
inspections,  tests, studies and analyses conducted  by  Purchaser  or
its  agents  and (ii) Purchaser indemnifies and holds Seller  harmless
for   any   loss  or  injury  to  persons  in  connection  with   such
inspections,  tests, studies and analyses conducted  by  Purchaser  or
its  agents.  Notwithstanding the foregoing,  Purchaser  shall  advise
Seller  in  writing  at  least  three  (3)  business  days  prior   to
conducting  any  inspection, test, study or analysis of  the  Property
(or  the  contents  thereof)  in  order  to  obtain  Seller's  written
consent,  which  shall not be unreasonably withheld. A  representative
of  Seller shall always be present at such time that Purchaser or  its
agents  are  conducting any inspections, tests,  studies  or  analyses
unless  otherwise agreed to by Seller or Seller's agent (in  writing.)
In  the  event  that  Purchaser determines that the  Property  is  not
suitable  for  Purchaser's intended use, Purchaser may terminate  this
Agreement  by  delivery of written notice thereof to Seller  prior  to
the  expiration of the Study Period and thereupon the entire  Deposit,
and  any  interest earned thereon, shall be returned to Purchaser  and
the parties hereto shall have no further rights or obligations one  to
the  other. If such notice is not timely given, the Study Period shall
expire  as  though it never existed. This provision shall survive  the
termination of this Agreement.

15.  Acceptance of Agreement.

          In  the event this Agreement is not accepted by Purchaser on
or  before the September 26, 2000, this Agreement shall be null,  void
and  without  further  effect and the parties  hereto  shall  have  no
further obligation to each other.

16.  Purchaser's Representations.

          Purchaser  is  duly  organized and formed,  and  is  validly
existing  and registered and in good standing under the  laws  of  the
State  of  Nevada and duly qualified to do business in  the  State  of
Texas,  and has all requisite power and authority to enter  into  this
Agreement  and  to  consummate the transactions  contemplated  hereby.
Purchaser shall deliver a resolution of its board of directors at  the
Closing  authorizing  the transactions set forth  in  this  Agreement.
Purchaser hereby represents and warrants, with the understanding  that
Seller  is  relying on such representations and warranties,  that  the
individuals  executing  this Agreement and the documents  contemplated
hereby  on  behalf of Purchaser are authorized to do so on  behalf  of
Purchaser  and  upon  such  execution and execution  by  Seller,  this
Agreement and such documents shall be binding and enforceable  against
Purchaser in accordance with their terms.

17.  Escrow Agent.

          The  Deposit and any interest earned thereon, shall be  held
by the Escrow Agent, in escrow on the terms hereinafter set forth:

A.   The Escrow Agent shall deposit the Deposit in an interest bearing
commercial bank account in the State of Texas.
B.    The Escrow Agent shall not commingle the Deposit or any interest
earned thereon with any funds of the Agent.
C.   If the Closing takes place as scheduled under this Agreement, the
Escrow Agent shall deliver the Deposit and any interest earned thereon
to, or upon the instruction of, Seller at the Closing.
D.    If  the  Agreement is terminated in accordance  with  the  terms
hereof, the Escrow Agent shall pay the Deposit and any interest earned
thereon to, or upon the instructions of, the party entitled thereto in
accordance with the provisions hereof.
E.   if the Closing does not take place under this Agreement by reason
of  the     failure  of  either party to comply with  its  obligations
hereunder,  the  Escrow Agent shall pay the Deposit and  any  interest
thereon  to  the  party  entitled  thereto  in  accordance  with   the
provisions of this Agreement, provided that the Escrow Agent shall not
pay  the Deposit and interest earned thereon unless and until  (a)  it
sends  notice  by  certified  mail,  return  receipt     requested  or
overnight  delivery,  to  the  other party  notifying  them  of  their
intention  to deliver the Deposit and any interest earned thereon  and
(b)  Escrow Agent does not receive notice from such other party or its
attorney,  within  five  (5) calendar days  after  receipt  of  Escrow
Agent's notice, objecting to such delivery.
F.    The Escrow Agent is acting as a stakeholder only with respect to
the  Deposit and any interest earned thereon. If there is any  dispute
as to whether the Escrow Agent is obligated to deliver the Deposit and
any  interest  earned  thereon or as to  whom  said  Deposit  and  any
interest earned thereon is to be delivered, the Escrow Agent shall not
make  any delivery, but in such event the Escrow Agent shall hold  the
same  until  receipt   by  the Escrow Agent  of  an  authorization  in
writing,  signed by all the parties having interest in  such  dispute,
directing  the  disposition  of  same,or  in  the  absence   of   such
authorization the Escrow Agent shall hold the Deposit and any interest
earned  thereon until the final determination of the    rights of  the
parties in an appropriate proceeding. If such written authorization is
not  given  or  proceedings  for  such  determination  are  not  begun
within  thirty  (30) calendar days of the Closing date and  diligently
continued,  the  Escrow Agent may, but is not required  to,  bring  an
appropriate action or proceeding for leave to deposit the Deposit  and
any  interest earned thereon in court pending such determination.  The
Escrow  Agent    shall  be  reimbursed for all  costs  and  reasonable
attorneys' fees and disbursements by the party determined  not  to  be
entitled  to the Deposit and any interest earned thereon. Upon  making
the  delivery  of the Deposit and any interest earned thereon  in  the
manner  herein  provided,  the  Escrow Agent  shall  have  no  further
liability hereunder.
G.    It  is  agreed that the duties of the Escrow Agent are  only  as
herein  specifically provided, and are purely ministerial  in  nature,
and that the Escrow Agent shall incur no liability whatever except for
willful  misconduct  or gross negligence. Seller  and  Purchaser  each
release  the Escrow Agent from any act done or omitted to be  done  by
the  Escrow  Agent  in  good faith in the performance  of  its  duties
hereunder.
H.    Seller  and Purchaser shall jointly and severally indemnify  and
hold the Escrow Agent harmless from and against all costs, claims  and
expenses,  including reasonable attorneys' fee incurred in  connection
with  the  performance of the Escrow Agent's duties hereunder,  except
with  respect to actions or omissions taken or suffered by the  Escrow
Agent  in  bad  faith,  in  willful disregard  of  this  Agreement  or
involving  gross negligence     on the part of the Escrow Agent.  This
provision shall survive the termination of this Agreement and Closing.
  I.   The  Escrow Agent has executed this Agreement solely to confirm
that  the  Escrow Agent is holding and will hold the Deposit  and  any
interest earned thereon in escrow, pursuant to the provisions hereof.
18.  Merger.

          The  Closing of title and delivery of the Deed of Conveyance
shall  constitute a waiver by the Purchaser of any and all  covenants,
representations  or warranties made by the Seller  in  this  Agreement
unless  such  covenant  in this Agreement shall  specifically  provide
that it survives Closing.

     IN   WITNESS  WHEREOF,  the  parties  hereto  have  caused   this
Agreement  to  be duly executed on the dates set forth  beneath  their
respective signatures below.

Seller: Retired Persons Pharmacy of Texas, Inc.

By: /s/  Denis J. Muskat

Name: Denis J. Muskat
Title: Treasurer

Purchaser:
21 st Century Technologies, Inc..
     T
By: /s/ Kenneth E. Wilson
Name: Kenneth E. Wilson
Title: CEO

Escrow Agent:
Rattikin Title Co

By: /s/ Brian Grona

Name: Brian Grona


Title: Senior VP
                               Exhibit A

                             THE PROPERTY

With Respect to 2219 Eden Avenue

Lot  27, Block 3, Oakridge, an Addition to the City of Fort Worth, now
in  Haltom City, Tarrant County, Texas, according to plat recorded  in
the volume 1348, Page 30, Deeds Records of Tarrant County, Texas.

With Respect to 5050 East Belknap

See property description attached.

All  of  Lots  1, 2, 3, 4, 28 and 29, Block 3, OAKRIDGE,  an
Addition  to  the City of Fort Worth, now  in  the  City  of
Haltom  City,  Tarrant  County,  Texas,  according  to  plat
recorded in Vol. 1348, Page 31, Deed Records,

Tarrant  County, Texas; AND a tract out of the THOMAS  AKERS
SURVEY,   in   Tarrant  County,  Texas,   and   being   more
particularly described as follows: BEGINNING at an iron  pin
set for corner at the intersection of the West
Line  of  Eden Ave. (a 50-foot ROW) with the Southwest  line
of  Baker's  Lane  (a  50-foot ROW) ,  being  the  Northeast
corner of Lot 29, Block 3 of said Oakridge Addition;

THENCE  S.  0  del. 12 min. E., 115.42 feet along  the  West
line  of Eden Ave. and the East line Of said Lots 29 and  28
Block  3, of said Oakridge Addition, to an iron pin set  for
corner, the Southeast corner of said Lot 28;

THENCE  S.  89 deg. 51 min. W., 197.94 feet along the  South
line  of  said Lot 28 and the North line of Lot  27,  to  an
iron pin found for corner, the Northeast corner of said  Lot
4;

THENCE S. 80 feet along the East line of Lot 4 and the  West
line  of  Lot  27,  to  an iron pin  set  for  corner,.  the
Southeast  corner of Lot 4; THENCE S. 89,deg. 40 min.  W.  ,
205.0  feet along the South line of Lot 4     to a pipe  set
in  concrete f or corner in the East line of Haltom Road  (a
55 foot ROW), the Southwest corner of Lot 4;

THENCE North 393.60 feet along the East line of Haltom  Road
to  an  "X"  cut  in concrete for corner  At  the  point  of
intersection  of  the  East line of  Haltom  Road  with  the
Southeast ROW line of East Belknap Street (a varying ROW);

THENCE  N.  60.  deg.  00  min E.,  17.80  feet  along  said
Southeast  line  of East Belknap Street to  an  "X"  cut  in
concrete  for  corner at the point of intersection  of  said
Southeast  line of East Belknap St. with the Southwest  line
of Baker's Lane;

THENCE  S.  62  deg.  0 3 min. E. . 438.17  feet  along  the
Southwest  line of Baker's Lane to  the place of  beginning;
and   containing  approximately  106,000.90  sq.   ft.,   or
approximately 2.433 acres of land.