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                                                                  EXHIBIT 10.34

                        WARRANTY DEED WITH VENDOR'S LIEN

STATE OF TEXAS          *
                        *     KNOW ALL MEN BY THESE PRESENTS:
COUNTY OF HARRIS        *


     That the undersigned VISTA HEALTHCARE, INC. of the County of Harris and
State of Texas, for and in consideration of the sum of TEN DOLLARS ($10.00) and
other good and valuable consideration paid to the undersigned by Grantee herein
named, the receipt and sufficiency of which are hereby acknowledged and
confessed, and the further consideration of the execution and delivery by
Grantee of one certain promissory note of even date herewith in the original
principal sum of $1,400,000.00, payable to the order of Grantor in 84 monthly
installments, with interest at the rate of eight and one-half per cent (8.5%)
per annum, and providing for acceleration of maturity in event of default and
for attorney fees, the payment of which note is secured by the Vendor's Lien
herein retained; and additionally secured by deed of trust of even date
therewith to EDWIN LAMM, III, Trustee, recorded in the Real Property Records of
Harris County, Texas

HAVE GRANTED, SOLD, AND CONVEYED, and by these presents DO HEREBY GRANT, SELL,
AND CONVEY unto DYNACQ INTERNATIONAL, INC. (Grantee), of the County of Harris,
State of Texas, all of that certain real estate (the "Property") lying and
being situated in Harris County, Texas, more particularly described in as
follows:


                  4.5799 acres of land being the residue of Lot 14 of
         South Houston Gardens, Section 5, as recorded in Volume 4,
         Page 15 of the Map Records of Harris County, Texas, and lying
         in the Day Land and Cattle Company Survey, Abstract No. 1025,
         Harris County, Texas, said 4.5799 acres of land being more
         particularly described by metes and bounds in Exhibit A
         attached hereto and made a part hereof for all purposes.


     TO HAVE AND TO HOLD the Property, together with all and singular the
rights and appurtenances thereto in any wise belonging and any right, title,
and interest of Grantor in and adjacent to streets, alleys, and rights-of-way,
unto the said DYNACQ INTERNATIONAL, INC., its heirs, personal representatives,
successors, and assigns forever and Grantor does hereby bind itself and its
heirs, personal representatives, successors, and assigns, to warrant and
forever defend all and singular the Property unto Grantee and its heirs,
personal representatives, successors, and assigns, against every person
whomsoever lawfully claiming or to claim the same, or any part thereof,
subject, however, as aforesaid.


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     It is expressly agreed and stipulated that the VENDOR'S LIEN as well as
the superior title in and to the above described premises, are retained against
the Property, premises, and improvements until the abovedescribed note and all
interest thereon have been fully paid according to the face, tenor, effect, and
reading thereof, when this Deed shall become absolute.

     This conveyance is made subject to and Grantee herein does not assume
payment of the unpaid balance of that certain $1,500,000.00 indebtedness
described in and secured by a Deed of Trust of record under Clerk's File Number
N822396 in the County Clerk's Office of Harris County, Texas, but Grantor as
well as any other owner and holder of Grantee's $1,400,000.00 note shall be
obligated to pay any and all installments falling due thereon as and when due,
and in the event of default in the payment of any such installment as and when
due, then so long as Grantee is not in default of the payment of Grantee's
aforesaid $1,400,000.00 note or in default in the performance of the covenants
of the Deed of Trust securing said note, Grantee shall have the right to pay
any such delinquent installment or installments and to receive credit upon
Grantee's $1,400,000.00 note for all sums so paid, and in such manner as such
Grantee shall direct, as of the date of such payment.

     This conveyance is specifically made and accepted subject to any and all
restrictions, reservations, covenants, conditions, and easements to the extent,
and only to the extent, they are still in force and effect and shown of record
in the office of the County Clerk of Harris County, Texas.

     Executed this 1st day of September, 1998.


                             VISTA HEALTHCARE, INC.

                             BY:  /s/ Glenn Rodriguez
                                -------------------------------------
                                  Glenn Rodriguez, President
                                  Address:  1401 Vista
                                  Pasadena, Texas 77504

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THE STATE OF TEXAS
COUNTY OF HARRIS

     BEFORE ME the undersigned authority on this day personally appeared Glenn
Rodriguez, President of VISTA HEALTHCARE, INC., known to be to be the person
whose name is subscribed to the foregoing instrument, who acknowledged to me
that he executed said instrument for the purposes and consideration and in the
capacity therein expressed.


                                       ---------------------------
                                       NOTARY PUBLIC, IN AND FOR
                                         THE STATE OF TEXAS

Address of Grantee:

DYNACQ INTERNATIONAL, INC.
4301A Vista
Pasadena, Texas 77504