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texnex21.txt





                          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

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