ASSIGNMENT
                               OF
                       PURCHASE AGREEMENT

     THIS ASSIGNMENT made and entered into this 2 day of January,
2004,  by  and  between AEI FUND MANAGEMENT,  INC.,  a  Minnesota
corporation,  ("Assignor")  and AEI  Income  &  Growth  Fund  XXI
Limited Partnership, a Minnesota Limited Partnership, and AEI Net
Lease  Income & Growth Fund XX Limited Partnership,  a  Minnesota
Limited  Partnership (as tenants in common, together collectively
referred to as "Assignee");

     WITNESSETH, that:

     WHEREAS, on the 24th day of November, 2003, Assignor entered
into  a  Purchase  Agreement ("the Agreement") for  that  certain
property  located at 7684 Arundel Mills Blvd., Hanover,  MD  (the
"Property") with TransMills, L.L.C., as Seller; and

      WHEREAS, Assignor desires to assign to AEI Income &  Growth
Fund  XXI Limited Partnership, an undivided fifty percent (50.0%)
interest as a tenant in common; and AEI Net Lease Income & Growth
Fund  XX  Limited Partnership, an undivided fifty percent (50.0%)
interest as a tenant in common, of its rights, title and interest
in, to and under the Agreement as hereinafter provided;

      NOW,  THEREFORE, for One Dollar ($1.00) and other good  and
valuable  consideration, receipt of which is hereby acknowledged,
it is hereby agreed between the parties as follows:

     1.    Assignor assigns all of its rights, title and interest
     in,  to and under the Agreement to Assignee, to have and  to
     hold the same unto the Assignee, its successors and assigns;

     2.     Assignee   hereby  assumes  all   rights,   promises,
     covenants, conditions and obligations under the Agreement to
     be  performed by the Assignor thereunder, and agrees  to  be
     bound  for  all  of  the obligations of Assignor  under  the
     Agreement.

All  other  terms  and conditions of the Agreement  shall  remain
unchanged and continue in full force and effect.


ASSIGNOR:

AEI FUND MANAGEMENT, INC.


By: /s/ Robert P Johnson
        Robert P. Johnson, its President


ASSIGNEE:

AEI INCOME & GROWTH
    FUND XXI LIMITED PARTNERSHIP

BY: AEI FUND MANAGEMENT XXI, INC.


By: /s/ Robert P Johnson
        Robert P. Johnson, its President

AEI NET LEASE INCOME & GROWTH
   FUND XX LIMITED PARTNERSHIP

BY: AEI FUND MANAGEMENT XX, INC.


By: /s/ Robert P Johnson
        Robert P. Johnson, its President


                 AMENDMENT TO PURCHASE AGREEMENT

      This  Amendment to Purchase Agreement (the "Amendment")  is
entered into this 2 day of January, 2004, by and between  by  and
between  TRANSMILLS, L.L.C., a Nevada limited  liability  company
("Seller"),  having  an address at 1605 Lake Las  Vegas  Parkway,
Henderson, Nevada 89011, and AEI Income & Growth Fund XXI Limited
Partnership, a Minnesota limited partnership, and AEI  Net  Lease
Income  & Growth Fund XX Limited Partnership, a Minnesota limited
partnership (as tenants in common, together collectively referred
to  as "Buyer"), having an address of 1300 Wells Fargo Place,  30
Seventh Street East, St. Paul, Minnesota 55101.

      WHEREAS,  Seller and AEI Fund Management  Inc.,  as  buyer,
entered  into  a Purchase Agreement dated November 24,  2003,  as
amended by a letter agreement dated December 23, 2003, as further
amended  by a letter agreement dated January 9, 2004, as  further
amended  by a letter agreement dated January 16, 2004, as further
amended by a letter agreement dated January 20, 2004 (hereinafter
together  collectively  referred to as the "Purchase  Agreement")
for  property  located at 7684 Arundel Mills Blvd.,  Hanover,  MD
(the "Property").

     WHEREAS, AEI Fund Management Inc. assigned its rights, title
and  interest under the Purchase Agreement to AEI Income & Growth
Fund  XXI Limited Partnership, an undivided fifty percent (50.0%)
interest as a tenant in common; and AEI Net Lease Income & Growth
Fund  XX  Limited Partnership, an undivided fifty percent (50.0%)
interest  as  a  tenant in common, in that certain Assignment  of
Purchase Agreement dated January 2, 2004.

       WHEREAS,  Seller  and  Buyer  desire  to  modify   certain
provisions  of  the Purchase Agreement as more  fully  set  forth
herein.

       NOW   THEREFORE,  in  consideration  of  mutual  covenants
contained  herein,  and  for  other valuable  consideration,  the
receipt  and sufficiency of which is hereby acknowledged,  Seller
and Buyer hereby agree as follows:

     1.   Purchase Price.   Seller and Buyer hereby agree to modify
          the Purchase Price as set forth in Section 2.1 of Purchase
          Agreement, by deleting Four Million Four Hundred Forty Thousand
          Dollars ($4,400,000) and inserting Three Million Nine Hundred
          Twenty-Seven Thousand Six Hundred Dollars ($3,927,600.00) as the
          Purchase Price.

     2.   Except for those modifications set forth in this Amendment,
          the terms and conditions of the Purchase Agreement shall remain
          unchanged and in full force and effect.

     3.   Counterparts.  This Agreement may be executed in several
          counterparts, each of which shall be deemed an original, and all
          of which together shall constitute one and the same instrument.

     IN  WITNESS  WHEREOF, Seller and Buyer  have  executed  this
     Amendment as of the date first above written.

SELLER:                  TRANSMILLS L.L.C.,
                         a Nevada limited liability company

                         By:  TransMills Management Corp.,
                              a Nevada corporation, its managing
                              member


                              By:  /s/ David J Voorhies
                              Name:  David J Voorhies
                              Title:    Treasurer

           [Signatures continue on the following page]



BUYER:                   AEI INCOME & GROWTH
                         FUND XXI LIMITED PARTNERSHIP,
                         a Minnesota limited partnership

                         BY: AEI FUND MANAGEMENT XXI, INC.,
                             a Minnesota   corporation,   its
                             General Partner


                          By: /s/ Robert P Johnson
                                  Robert P. Johnson,its President


                         AEI NET LEASE INCOME & GROWTH
                         FUND XX LIMITED PARTNERSHIP,
                         a Minnesota  limited partnership

                         BY:  AEI FUND MANAGEMENT XX, INC.,
                              a    Minnesota   corporation,   its
                              General Partner


                         By: /s/ Robert P Johnson
                                 Robert P. Johnson, its President



                     PURCHASE AGREEMENT AND
                       ESCROW INSTRUCTIONS


     THIS   PURCHASE  AGREEMENT  AND  ESCROW  INSTRUCTIONS  (this
"Agreement") is made and entered into effective as of this 24 day
of   November,  2003  (the  "Effective  Date")  by  and   between
TRANSMILLS,   L.L.C.,   a   Nevada  limited   liability   company
("Seller"),   and   AEI  FUND  MANAGEMENT,  INC.,   a   Minnesota
corporation, or its successors or assigns ("Buyer").

                           RECITALS:

     A.    Seller  is  the owner of that certain parcel  of  real
property  located  at  7684  Arundel  Mills  Boulevard,  Hanover,
Maryland,  as more particularly described on Exhibit  A  attached
hereto (the "Land");

     B.   Constructed on the Land is a retail jewelry store known
as  "Jared-The Galleria of Jewelry" (the "Improvements") which is
leased   to  Sterling  Inc.,  an  Ohio  corporation  ("Sterling")
pursuant  to  that  certain lease agreement  between  Seller  and
Sterling  dated April 26, 2001, as amended November 1, 2001,  and
that certain Guaranty of Lease executed by Sterling Jewelers Inc,
copies  of which will be provided to Buyer within three (3)  days
after the Effective Date (the "Lease").

     C.    Seller  desires to sell the Land and the  Improvements
(collectively,  the  "Property") to Buyer and  Buyer  desires  to
purchase  the Property from Seller upon the terms and  conditions
set forth in this Agreement.


                      TERMS AND CONDITIONS

     1.    Agreement For Purchase and Sale.  Seller hereby agrees
to  sell  the  Property  to Buyer, and  Buyer  hereby  agrees  to
purchase the Property from Seller, in accordance with and subject
to the terms and conditions of this Agreement.

     2.   Purchase Price and Payment.

          2.1   Purchase  Price.   The  purchase  price  for  the
     Property  will  be  Three Million Nine  Hundred  Forty-Eight
     Thousand Dollars ($3,948,000) (the "Purchase Price").

           2.2   Payment.  The Purchase Price shall  be  paid  as
follows:

               (a)  Deposit.

                          (1)   Deposit.  Buyer will deposit  the
               amount  of  Fifty Thousand Dollars ($50,000)  into
               escrow with First American Title Company of Nevada
               ("Escrow   Holder")   as  Buyer's   deposit   (the
               "Deposit")  within  two  (2)  days  following  the
               Effective Date.

                          (2)   Release of Deposit.  Upon Buyer's
               acceptance  or  waiver  of Buyer's  due  diligence
               contingencies on or before the expiration  of  the
               Due  Diligence Period, the Deposit  will  be  non-
               refundable  to  Buyer  except  in  the  event   of
               Seller's default or except as otherwise set  forth
               herein  and Escrow Holder will release the Deposit
               to    Seller,   without   any   further    written
               instructions  from  Buyer or  Seller.   Buyer  and
               Seller  agree to indemnify and hold Escrow  Holder
               harmless  from  and against any  loss  (including,
               without  limitation, reasonable  attorneys'  fees)
               arising out of or incurred in connection with  the
               release of  the Deposit to Seller.

                         (3)  Credit Against Purchase Price.  The
               amount  of  the  Deposit will be  applied  to  the
               Purchase Price at the Close of Escrow, but will be
               retained  by Seller as its liquidated  damages  as
               provided in Section 12.2 if Escrow fails to  close
               as a result of Buyer's default.

                (b)  Balance Due at Close.  Not less than one (1)
          business  day  before the Close of Escrow,  Buyer  will
          deposit  into  Escrow in immediately available  Federal
          Funds  an  amount equal to the balance of the  Purchase
          Price plus an amount sufficient to cover all of Buyer's
          closing costs.

     4.   BUYER'S DUE DILIGENCE.

          4.1   DUE DILIGENCE PERIOD.  THE "DUE DILIGENCE PERIOD"
SHALL COMMENCE ON THE EFFECTIVE DATE AND EXPIRE THIRTY (30)  DAYS
THEREAFTER,  EXCEPT  AS  OTHERWISE SET  FORTH  HEREIN  RESPECTING
MATTERS  OF  ADVERSE  CHANGE  OR MATERIALLY  ADVERSE  INFORMATION
("SUPPLEMENTAL DUE DILIGENCE") AFFECTING THE REPORTS (AS  DEFINED
BELOW), WHICH SUPPLEMENTAL DUE DILIGENCE IF KNOWN TO SELLER SHALL
BE  FORWARDED  TO  BUYER AND BUYER SHALL HAVE A MINIMUM  OF  FIVE
BUSINESS  DAYS  THEREAFTER TO REVIEW THE SAME; THE DUE  DILIGENCE
PERIOD  SHALL  BE EXTENDED, IF NECESSARY, TO PROVIDE  BUYER  WITH
SUCH ADDITIONAL REVIEW PERIOD OF FIVE BUSINESS DAYS AFTER RECEIPT
OF  SUCH  SUPPLEMENTAL DUE DILIGENCE.  SELLER HAS, PRIOR  TO  THE
EXECUTION  OF THIS AGREEMENT, WITHOUT WARRANTY AS TO ACCURACY  OF
CONTENT,  EXCEPT  AS OTHERWISE SET FORTH HEREIN,  PROVIDED  BUYER
WITH   COMPLETE  COPIES  OF  ALL  STUDIES,  REPORTS,  AGREEMENTS,
DOCUMENTS, PLANS, PERMITS AND ENTITLEMENTS IN SELLER'S POSSESSION
CONCERNING  THE  PROPERTY, INCLUDING, BUT  NOT  LIMITED  TO,  ALL
ENGINEERING  DRAWINGS,  SURVEYS,  SOILS  REPORTS,  SITE   HISTORY
INVESTIGATIONS,  COPIES  OF  STERLING'S  SALES  REPORTS  FOR  THE
PROPERTY, TOXIC OR HAZARDOUS MATERIALS INVESTIGATIONS OR REPORTS,
PLANNING  STUDIES, CONSTRUCTION WARRANTIES, AND TITLE REPORTS  IN
SELLER'S POSSESSION (COLLECTIVELY THE "REPORTS").

           4.2  Expiration of Due Diligence Period.  Buyer shall,
in  its  sole  discretion,  approve or  disapprove,  in  writing,
Buyer's  due  diligence  on  or  before  expiration  of  the  Due
Diligence Period.  If Buyer disapproves Buyer's due diligence, in
writing,  on  or  before expiration of the Due Diligence  Period,
this Agreement shall terminate and Escrow Holder shall deliver to
Buyer  the Deposit and thereafter, neither Seller nor Buyer shall
have  any  further obligation or liability under this  Agreement,
except  for the Obligations Surviving Termination (as hereinafter
defined).

     5.   Duration of Escrow and Escrow Instructions.

          5.1   Joint Escrow Instructions and General Conditions.
This Agreement shall constitute both agreements between Buyer and
Seller  and  joint escrow instructions to Escrow  Holder.  Escrow
Holder's  general conditions (the "General Conditions")  attached
hereto  as Exhibit B are incorporated herein by reference to  the
extent  they  are  not inconsistent with the provisions  of  this
Agreement.   If there is any inconsistency between the provisions
of  the General Conditions and this Agreement, the provisions  of
this   Agreement  shall  control.   If  any  provisions  of  this
Agreement are unacceptable to Escrow Holder, or if Escrow  Holder
requires  additional instructions, the Parties agree to make  any
deletions, substitutions and additions as counsel for the Parties
shall  mutually  approve and which do not  materially  alter  the
terms of this Agreement.

          5.2  Close of Escrow.

                     (a)  Closing Date.  Unless the Parties agree
          upon  an  earlier closing date, Escrow shall close  ten
          (10)  days after expiration of the Due Diligence Period
          (the "Closing Date").

               (b)   Close of Escrow Defined.  "Close of  Escrow"
          will have occurred when Escrow Holder records a special
          warranty  deed  (as  defined  below)  transferring  the
          Property.

     6.   Title Examination.

          6.1   Procurement  of  Title Commitment.   As  soon  as
possible  after the Effective Date, Seller shall, at its expense,
provide  Buyer  with  a  current title  commitment  covering  the
Property (the "Title Commitment") issued by Escrow Holder, naming
Buyer  as proposed insured, in the amount of the Purchase  Price,
together  with legible copies of all documents described  in  the
Title Commitment.

          6.2   Title Exceptions.  On or before expiration of the
Due Diligence Period, Buyer may give written notice to Seller  of
any  objections  Buyer may have with respect  to  any  conditions
affecting  the  Property or as disclosed by the Title  Commitment
(the "Title Objections").  If Buyer fails to give any such notice
with  respect  to  any specific matters disclosed  in  the  Title
Commitment  on or before expiration of the Due Diligence  Period,
then  Buyer  shall be deemed to have waived any Title  Objections
with respect to all such matters as to which no objection is made
and any such matter shall be deemed a "Permitted Exception".

          Any title matters arising subsequent to the date of the
provided  Title  Commitment may be reviewed by  Buyer  and  Buyer
shall  have  at least five business days to review the  same;  if
necessary, the Due Diligence Period shall be extended to  provide
Buyer  with  at  least  five business days  to  review  any  such
supplemental  matters.  Any such extension of the  Due  Diligence
Period  shall  also extend, by like number of days, the  Response
Period and Title Election Deadline as defined below.

          6.3   Failure to Correct Title Objections.   Except  as
hereinafter expressly provided in this Section 6.3, Seller  shall
have  no  obligation whatsoever to remove, satisfy, or  otherwise
cure,  or  to incur any expense in connection with the curing  of
any  valid Title Objections of which Seller is notified by  Buyer
in accordance with Section 6.2.  Seller shall notify Buyer within
ten (10) days after Seller's receipt of written notice from Buyer
of  any  Title Objections (the "Response Period") whether or  not
Seller agrees to take action to cause such Title Objections to be
cured  on  or before the Closing Date although Seller  shall  not
otherwise  have  any obligation to take any action  to  cure  any
Title  Objections  other  than  to  release  liens  evidenced  by
mortgages,   deeds  of  trust,  financing  statements,   security
interests  and  similar security instruments  created  by  Seller
(such  instruments are collectively referred  to  herein  as  the
"Secured  Encumbrances").   Buyer  acknowledges  that   a   Title
Objection shall be deemed cured if Title Company agrees to  issue
its  policy  of title insurance with respect to the  Property  to
Buyer  without  exception  to such Title  Objection.   If  Seller
expressly  agrees in writing to take action to cure any  of  such
Title  Objections pursuant to Buyer's notice, then  Seller  shall
have  assumed  the obligation to take action to  cure  only  such
Title  Objections as expressly set forth by Seller, but not other
Title Objections, on or before the Closing Date.  If Seller  does
not notify Buyer within the Response Period that it has agreed in
writing  to take action to cure Buyer's Title Objections,  or  if
Seller  thereafter fails to take any action to cure on or  before
the  Closing Date any Title Objections made by Buyer pursuant  to
Section  6.2 pursuant to Seller's written agreement to take  such
action  (which  Closing  Date  shall,  at  Buyer's  election,  be
extended for up to fifteen (15) additional days), Buyer  may,  as
its  sole remedy, elect by written notice to Seller on or  before
fifteen  (15)  days  after the end of the  Response  Period  (the
"Title Election Deadline"), to do one of the following:

               6.3.1       To  waive  any  such  Title  Objection
          (thereby  making  such  Title  Objection  a  "Permitted
          Exception") and to close the transaction in  accordance
          with  the terms of this Agreement without reduction  of
          the Purchase Price; or

               6.3.2     To terminate this Agreement, and in  the
          event  of such termination, Title Company shall deliver
          to Buyer the Deposit and thereafter, neither Seller nor
          Buyer  shall  have any further obligation or  liability
          under    this    Agreement    except    for    Seller's
          indemnification obligations under Section 11.2 of  this
          Agreement  (as limited by Section 27 of this Agreement)
          and  Buyer's  Indemnity Obligations under Sections  9.2
          and  11.2  (collectively,  the  "Obligations  Surviving
          Termination").

     If Buyer fails to elect either option under this Section 6.3
     on  or  before the Title Election Deadline, Buyer  shall  be
     deemed to have elected to waive such Title Objection(s)  and
     to  close  the transaction in accordance with the  terms  of
     this Agreement as provided in Section 6.3.1 hereof.

     7.   Financing Contingency.  [Intentionally Omitted]


     8.   Representations.

          8.1   Seller's  Representations.  As an  inducement  to
Buyer  to  enter into this Agreement, Seller warrants,  covenants
and represents to Buyer, which representations shall be deemed to
be  true  and correct as of the Closing unless Seller shall  have
notified  Buyer to the contrary, and which warranties,  covenants
and representations shall survive closing for a period of one (1)
year, as follows:

               8.1.1       Authority.   Seller   is   a   limited
               liability company duly organized, validly existing
               and  in good standing under the laws of the  State
               of  Nevada and has the right, power, and authority
               to enter into this Agreement and the right, power,
               and authority to convey the Property in accordance
               with the terms and conditions of this Agreement.

               8.1.2      Environmental.  To the best of Seller's
               Actual Knowledge (as defined below) as of the date
               hereof, based on the Environmental Site Assessment
               Report    prepared    by   Professional    Service
               Industries,  Inc. dated November 7, 2000  and  the
               Subsurface     Exploration    and     Geotechnical
               Evaluations   prepared  by  Professional   Service
               Industries,    Inc.    dated    November,     2000
               (collectively,  the "Environmental  Report"),  and
               except  as disclosed in the Environmental  Report,
               no  hazardous  materials  (as  described  in  such
               report) are present on the Property at levels that
               require  removal, remediation or other  corrective
               action  under  applicable laws, ordinances,  rules
               and  regulations in effect and applicable  to  the
               Property  on  such  date.  For  purposes  of  this
               Agreement, "Seller's Actual Knowledge" shall  mean
               the  actual (as opposed to constructive) knowledge
               of  Tom Robinson, Fred Goldstein, John Plunkett or
               Steve   Shapiro.   Seller  represents  that   such
               individuals  are privy to and hold  such  position
               within  Seller as to be familiar with the  factual
               circumstances, if the same might exist, for  which
               knowledge   may  be  imputed  under   commercially
               reasonable  circumstances, upon  such  matters  as
               Seller  may  represent to its actual knowledge  in
               this Agreement.

               8.1.3      Property  and  Sterling  Matters.    To
               Seller's  Actual  Knowledge, the Property  is  not
               under threat of condemnation of eminent domain, is
               in  substantially good repair and  working  order,
               all  real  estate taxes are current, and  Sterling
               has    obtained   all   licenses,   permits    and
               certificates of occupancy necessary to conduct its
               business  on  the  Property.  To  Seller's  Actual
               Knowledge,  Sterling has not  declared  Seller  in
               default  under any term or provision of the  Lease
               relating   to   Landlord's  work  or  construction
               responsibilities,  matters of  zoning,  title,  or
               environmental concern, or any other matter, nor to
               the  Seller's  Actual  Knowledge,  has  any  event
               occurred  that,  with the passing of  time,  would
               constitute  a default by Seller under  the  Lease,
               nor  is  Sterling  in material default  under  the
               Lease.   Furthermore, Sterling Jewelers  Inc.  has
               not  declared Seller in default under any term  or
               provision of the Lease relating to Landlord's work
               or   construction  responsibilities,  matters   of
               zoning,  title, or environmental concern,  or  any
               other   matter,   nor  to  the   Seller's   Actual
               Knowledge, has any event occurred that,  with  the
               passing  of  time, would constitute a  default  by
               Seller  under  the  Guaranty of Sterling  Jewelers
               Inc.,  nor  is Sterling Jewelers Inc. in  material
               default under the Guaranty.

          8.2   Buyer's  Representations.  As  an  inducement  to
Seller   to  enter  into  this  Agreement,  Buyer  warrants   and
represents  to  Seller  that  AEI  Fund  Management,  Inc.  is  a
corporation duly organized, validly existing and in good standing
under  the  laws  of the State of Minnesota and  has  the  right,
power,  and authority to enter into this Agreement and the right,
power, and authority to purchase the Property in accordance  with
the  terms  and  conditions  of this  Agreement.   Buyer  further
acknowledges,  represents and warrants to Seller that  Buyer  has
the knowledge and experience in financial and business matters to
enable  Buyer to evaluate the merits and risks of the transaction
contemplated  by  this Agreement, and that  Buyer  is  not  in  a
disparate bargaining position relative to Seller with respect  to
this Agreement.

          8.3   No Further Representations or Warranties.   Buyer
agrees  that  Buyer's  election not to terminate  this  Agreement
pursuant  to  Section 9.4 below shall constitute a representation
by  Buyer  to Seller that Buyer has fully inspected the  Property
and agrees to purchase the Property wholly "as is, where is, with
all  faults", subject to Seller's representations in Sections 8.1
and  11.2  hereof.  Buyer acknowledges that Seller  has  made  no
warranties  or  representations  whatsoever  pertaining  to   the
Property, the condition thereof, the value thereof, or any  other
matter  with  respect  to  the Property  that  will  survive  the
Closing,  other than as may be contained in the documents  to  be
delivered at Closing as provided in Section 10.1.1, the brokerage
representation and indemnity set forth in Section 11.2,  and  the
representations set forth in Section 8.1 above.

     9.   Inspections.

           9.1   Access.   From the Effective  Date  through  and
including the Closing Date, Buyer and its agents, shall have  the
right  to enter upon the Property to inspect, examine, and  study
the physical integrity of the Property, which, in the opinion  of
Buyer,  are necessary to determine the physical condition of  the
Property.  Seller hereby agrees to cooperate with Buyer  and  its
agents, in connection with such inspections.

          9.2  Insurance and Indemnification.  Buyer agrees that,
in  making  any  inspections of the Property,  Buyer  or  Buyer's
agents   will  (i)  carry  not  less  than  One  Million  Dollars
($1,000,000.00)  commercial  general  liability  insurance   with
contractual liability endorsement naming Seller as an  additional
insured thereunder and insuring Buyer's Indemnity Obligations (as
hereinafter defined) and, prior to the entering upon the Property
to  make  such  inspection,  will  provide  Seller  with  written
evidence  of  same, (ii) will not reveal to any third  party  not
approved   by  Seller  (other  than  Buyer's  agents,  employees,
contractors, design professionals, and lenders or as required  by
law  or  court order) the results of its inspections,  and  (iii)
will   restore  promptly  any  physical  damage  caused  by   the
inspections.  Buyer shall give Seller reasonable prior notice  of
its intention to conduct any inspections, and Seller reserves the
right  to  have  a  representative present at  such  inspections.
Buyer  agrees  to  provide Seller with a copy of  any  inspection
report upon Seller's written request.  Buyer agrees to indemnify,
defend,  and hold Seller free and harmless from any loss, injury,
damage,  claim,  lien,  allegation, cost  or  expense,  including
reasonable  attorneys'  fees, arising out  of  a  breach  of  the
foregoing  agreements by Buyer in connection with the  inspection
of  the Property, or otherwise from the exercise by Buyer or  its
agents  or  representatives of the right of access under  Section
9.1  (collectively,  the "Buyer's Indemnity  Obligations").   Any
inspections  shall  be  at Buyer's sole cost  and  expense.   The
provisions of this Section 9.2 shall survive Closing.

          9.3   Reports.  Within five (5) business days after the
Effective  Date, Seller will provide, if not previously provided,
to  Buyer  all of the following (but only as such may be  in  the
Seller's  or  Seller's agents' or representatives' possession  or
control or are otherwise readily obtainable):

               9.3.1      A  preliminary  title  commitment   and
               copies  of  all underlying documents covering  the
               Property as set forth in Section 6 above,  and  in
               addition,   including  an  ALTA  survey   of   the
               Property;

               9.3.2      All  existing  contracts,  construction
               warranties,  or  other  agreements  affecting  the
               Property that shall survive Closing;

               9.3.3      Copies  of  the  most  recent  Phase  I
               Environmental Report with respect to the Property;
               and

               9.3.4      Drawings,  plans or specifications  for
               Improvements.

          Seller makes no representations or warranties as to the
     truth,  accuracy or completeness of any materials,  data  or
     other  information  supplied to  Buyer  in  connection  with
     Buyer's   inspection  of  the  Property  (e.g.,  that   such
     materials  are  complete,  accurate  or  the  final  version
     thereof,   or  that  all  such  materials  are  in  Seller's
     possession).   To Seller's Actual Knowledge, such  materials
     are   not   inaccurate.    It  is   the   parties'   express
     understanding and agreement that such materials are provided
     only  for  Buyer's convenience in making its own examination
     of  the  Property,  and,  in  doing  so,  Buyer  shall  rely
     exclusively   on  its  own  independent  investigation   and
     evaluation  of every aspect of the Property and not  on  any
     materials supplied by Seller.  Buyer expressly disclaims any
     intent  to  rely  on any such materials provided  to  it  by
     Seller  in  connection with its inspection,  except  to  the
     extent   otherwise  represented,  warranted  and  covenanted
     herein  by  Seller, and agrees that it shall rely solely  on
     its own independently developed or verified information.

          9.4   Right to Terminate.  If, in the sole and absolute
opinion  of Buyer, the Property is not suitable or acceptable  to
Buyer for any reason or no reason, Buyer shall have the right  at
any  time  prior to 5:00 p.m. Pacific Time on the date which  the
Due  Diligence  Period expires, to terminate  this  Agreement  by
sending written notice of termination to Seller.  In the event of
termination  pursuant to this Section 9.4,  Title  Company  shall
return the Deposit to Buyer, less one-half of the Title Company's
cancellation fees, and thereafter, neither Seller nor Buyer shall
have  any  further obligation or liability under  this  Agreement
except for Obligations Surviving Termination.  If Buyer does  not
elect  to  terminate this Agreement as provided in  this  Section
9.4,  Buyer shall be deemed to have waived its right to terminate
this  Agreement under this Section 9.4, and the Deposit shall  be
fully  earned  by Seller and non-refundable to Buyer,  except  as
otherwise expressly provided in this Agreement.

     10.  The Closing.

          10.1 Deliveries at Closing.  The Closing shall occur as
     follows,  subject to satisfaction of all of  the  terms  and
     conditions of this Agreement:

               10.1.1    Seller shall convey its interest in  and
               to the Property to Buyer by depositing into Escrow
               a  special warranty deed (the "Deed"), which  Deed
               shall  convey fee simple title to the Property  to
               Buyer, subject to the Permitted Exceptions and the
               reservations, covenants and restrictions set forth
               in  Exhibit  C  attached hereto and  made  a  part
               hereof   (the  "Deed  Restrictions").   The   Deed
               (including   the  Deed  Restrictions)   shall   be
               expressly accepted by and binding upon Buyer,  its
               successors and assigns and the Property  from  and
               after the Closing Date.

                    10.1.1.1   Such  assignment,  documents   and
                    other  instruments and agreements,  executed,
                    witnessed   and  acknowledged  in  recordable
                    form,  as  shall  be reasonably  required  by
                    Title  Company  to  release  of  record   the
                    Property  from  the Secured Encumbrances  and
                    all  Title Objections which Seller has agreed
                    to  remove  in accordance with the provisions
                    of Section 6 above;

                    10.1.1.2   Such other documents, instruments,
                    and  agreements, including, but  not  limited
                    to,  an  Assignment of Lease,  Assignment  of
                    Warranties,      Permits,      Plans      and
                    Specifications,  if  any,   and   any   other
                    documents  as  are customarily  executed  and
                    delivered  at  closing  by  sellers  of  real
                    property  in  Anne  Arundel County,  Maryland
                    (the "County"), including but not limited  to
                    a   standard  Seller's  affidavit  respecting
                    mechanic's liens, and a FIRPTA Affidavit.

                    10.1.1.3   An  Assignment and  Assumption  of
                    Lease  and Guaranty document providing, inter
                    alia,  that  Seller has good and indefeasible
                    title  to  the  Lease free and clear  of  all
                    liens  and  encumbrances except the Permitted
                    Exceptions,  and a mutual indemnification  of
                    Buyer  and  Seller, respectively, for  lessor
                    obligations  under the Lease,  pre  and  post
                    closing,  respectively.   The  form  of  said
                    Assignment and Assumption Agreement shall  be
                    negotiated in good faith between the  parties
                    during  the Due Diligence Period, and failure
                    to  agree  on the form of the same  shall  be
                    grounds  for  either party to terminate  this
                    Agreement.

                    10.1.1.4   An  estoppel  from  Sterling   and
                    Sterling  Jewelers Inc. in the form  attached
                    hereto  as Exhibit D, dated no more than  ten
                    (10) days prior to the closing.

          10.2   Closing   Costs.    Seller   and   Buyer   shall
     respectively pay the following costs and expenses:

               10.2.1     Seller  shall  pay  (i)  the  fees  and
               expenses  of Seller's attorneys, (ii) the transfer
               and  recordation tax due with respect to the  Deed
               by  which the Property is conveyed to Buyer, (iii)
               such  recording  fees  and  filing  fees  for  all
               recordable instruments necessary to clear title to
               the  Property of any Secured Encumbrances and  any
               other  Title Objections that Seller has agreed  to
               remove,  (iv) one-half of any escrow fees  charged
               by   Title   Company,  (v)  prorated   taxes   and
               assessments and other charges as may be applicable
               to  the  Property; (vi) the cost  of  providing  a
               standard ALTA Owner's Policy of Title Insurance to
               Buyer,  (vii) real estate commissions  payable  to
               Brokers,  as  set forth in Section  11.1  of  this
               Agreement, and (viii) any other amounts sufficient
               to  cover  costs  which are customarily  borne  by
               sellers  of  real  property  in  the  County.   In
               addition,  Seller shall instruct Escrow Holder  to
               make appropriate adjustments for prepaid rent  and
               security deposits, if any.

               10.2.2     Buyer  shall  pay  (i)  the  fees   and
               expenses  of Buyer's attorneys, (ii) the  cost  of
               recording the Grant Deed, (iii) any other  charges
               relating  to  Buyer's inspection of the  Property,
               (iv)  one-half of any escrow fees charged by Title
               Company,  (v)  prorated taxes and assessments  and
               other   charges  as  may  be  applicable  to   the
               Property,   except  to  the  extent   payable   by
               Sterling; (vi) real estate commissions payable  to
               Brokers,  as  set forth in Section  10.1  of  this
               Agreement,  and (vii) any other amounts sufficient
               to  cover  costs  which are customarily  borne  by
               buyers  of  real property in Anne Arundel  County,
               Maryland.

     11.  Real Estate Brokers.

          11.1  Commission.   Seller shall pay  at  Closing  real
     estate commissions in the total amount of three and one-half
     percent  (3.5%) of the Purchase Price to Marcus &  Millichap
     (the "Seller's Broker")

          11.2  Representations and Indemnity Regarding  Brokers.
     Except as specifically set forth in Section 11.1, Seller and
     Buyer  each represent and warrant to the other that  neither
     has  employed, retained, or consulted any broker, agent,  or
     finder  in  carrying on the negotiations in connection  with
     this  Agreement or the purchase and sale referred to herein.
     Seller  hereby  indemnifies Buyer and agrees to  hold  Buyer
     harmless  from  and  against any and  all  claims  (and  all
     expenses,  including reasonable attorneys' fees incurred  in
     defending any such claim or in enforcing this indemnity) for
     real estate commissions (including, without limitation,  the
     said commission payable by Seller to Broker) or similar fees
     if  such  claims are made by an agent or broker claiming  to
     have dealt with Seller.  Buyer hereby indemnifies Seller and
     agrees to hold Seller harmless from and against any and  all
     claims  (and  all expenses, including reasonable  attorneys'
     fees  incurred in defending any such claim or  in  enforcing
     this  indemnity) for real estate commissions or similar fees
     if  such  claims are made by an agent or broker claiming  to
     have  dealt with Buyer.  The indemnities contained  in  this
     Section 11.2 shall survive the Closing or any termination of
     this Agreement.

          11.3  Failure to Close.  Neither Seller nor Buyer shall
     have  any liability to Brokers in the event the sale of  the
     Property  should  fail to close for any  reason  whatsoever,
     including, without limitation, a default by Seller or Buyer.

     12.  Default.

          12.1 Seller's Default.  If the sale and purchase of the
Property  contemplated by this Agreement is  not  consummated  on
account  of  Seller's default, then Buyer shall be  entitled,  as
Buyer's  sole  and  exclusive remedies,  (i)  to  terminate  this
Agreement,  receive  the  Deposit and  receive  reimbursement  of
Buyer's due diligence costs up to the date of Seller's breach  or
(ii)  to  seek  specific  performance of this  Agreement  against
Seller.

          Notwithstanding anything in this Section  12.1  to  the
contrary,  in the event of any default by Seller hereunder  other
than in Seller's obligations to sell the Property, there shall be
no  limitation on remedy with respect to such default, and  Buyer
shall have all of its rights and remedies available at law or  in
equity with respect to such default.

          12.2 Buyer's Default.  If the sale and purchase of  the
Property  as  contemplated by this Agreement is  not  consummated
because  of  Buyer's default, then Seller shall be  entitled,  as
Seller's  sole  and  exclusive remedy with  respect  thereto,  to
unilaterally  direct Title Company in writing  (with  a  copy  to
Buyer),  to pay the Deposit to Seller as full liquidated  damages
for  such  default of Buyer.  Buyer and Seller agree to indemnify
and  hold  Title  Company  harmless from  and  against  any  loss
(including,  without  limitation,  reasonable  attorneys'   fees)
arising out of or incurred in connection with the release of  the
Deposit to Seller.  The parties hereto expressly acknowledge that
it  is  impossible to estimate more precisely the damages  to  be
suffered  by  Seller upon Buyer's default in  its  obligation  to
purchase  the  Property, and that retention  of  the  Deposit  is
intended  not as a penalty, but as full liquidated damages.   The
parties further acknowledge that the amount of the Deposit  is  a
reasonable estimate by the parties of the amount of probable loss
that  Seller should be expected to suffer in the event  the  sale
and  purchase  of the Property is not closed because  of  Buyer's
default.  Seller's right to retain the Deposit as full liquidated
damages  is  Seller's sole and exclusive remedy in the  event  of
default  hereunder  by Buyer with respect to  its  obligation  to
purchase the Property, and Seller hereby waives and releases  any
right  to (and hereby covenants that it shall not) sue Buyer  (i)
for  specific performance of this Agreement or (ii) to prove that
Seller's  actual damages resulting from such default  exceed  the
Deposit  which  is  hereby  provided Seller  as  full  liquidated
damages.  In the event the purchase and sale contemplated in this
Agreement  is  not consummated because of Buyer's default,  Buyer
hereby waives and releases any right to sue (and hereby covenants
that  it  shall not sue) Seller or Title Company to  recover  the
Deposit  or  any  part  thereof  on  the  grounds  that   it   is
unreasonable  in  amount or that its retention  by  Seller  is  a
penalty and not agreed upon and reasonable liquidated damages.

     13.   No  Recording.   The  parties  acknowledge  that  this
Agreement is not in recordable form and agree not to record  this
Agreement.

     14.   Date  Of Performance.  If the time period or  date  by
which  any  right,  option,  or  election  provided  under   this
Agreement  must  be  exercised, or  by  which  any  act  required
hereunder  must  be performed, or by which the  Closing  must  be
held,  expires or occurs on a Saturday, Sunday, or legal or  bank
holiday,  then  such time period or date shall  be  automatically
extended  through  the close of business on  the  next  regularly
scheduled business day.

     15.   Governing  Law.   This Agreement shall  be  construed,
interpreted, and enforced in accordance with the internal laws of
the  State  of  Maryland, without regard  to  the  principles  of
conflicts of law.

     16.     Notices.    Any   notices,   requests,   or    other
communications required or permitted to be given hereunder  shall
be  in  writing and shall be delivered by hand or courier without
limitations  (including  an overnight  courier  service  such  as
FedEx)  or mailed by United States certified mail, return receipt
requested,  postage prepaid and addressed to each  party  at  the
address  set  forth  below, or transmitted by  facsimile  to  the
facsimile number set forth below with confirmed receipt and  hard
copy  sent  within  three (3) days thereof by one  of  the  other
approved methods of delivery.  Any such notice, request, or other
communication shall be considered given, delivered  or  received,
as  the  case may be, on the date of hand or courier delivery  or
facsimile  transmission  or  on the  third  (3rd)  day  following
deposit  in the United States mail as provided above.   Rejection
or  other  refusal to accept or inability to deliver  because  of
changed  address of which no notice was given shall be deemed  to
be  receipt  of the notice, request, or other communication.   By
giving at least five (5) days' prior written notice thereof,  any
party  may  from time to time and at any time change its  mailing
address or facsimile number hereunder.

     To Seller:          TransMills, L.L.C.
                         1605 Lake Las Vegas Parkway
                         Henderson, Nevada 89011
                         Attention:  John R. Plunkett, Jr.
                         Fax: (702) 565-2266

     with a copy to:     TransMills, L.L.C.
                         1605 Lake Las Vegas Parkway
                         Henderson, Nevada 89011
                         Attention:  General Counsel
                         Fax: (702) 565-2266

     To Buyer:           AEI Fund Management, Inc.
                         1300 Wells Fargo Place
                         30 Seventh Street East
                         St. Paul, Minnesota   55101
                         Attn:  George J. Rerat
                         Fax (651) 227-7705

     with a copy to:     Michael B. Daugherty, Esq.
                         1300 Wells Fargo Place
                         30 Seventh Street East
                         St. Paul, Minnesota   55101
                         Fax (612) 677-3181
                         Phone (612) 720-0777

     To  Title  Company: First American Title  Company  of Nevada
                         900 South Pavilion Center Drive #190
                         Las Vegas, Nevada  89144
                         Attention:  Sharon Silverberg
                         Fax:  (702) 433-2252
                         Phone:  (702) 254-1418

     17.    Entire   Agreement;  Modification.   This   Agreement
supersedes  all  prior discussions and agreements between  Seller
and  Buyer with respect to the Property and contains the sole and
entire  understanding  between  Seller  and  Buyer  with  respect
thereto.   All promises, inducements, offers, letters of  intent,
solicitations,   agreements,  commitments,  representation,   and
warranties  heretofore made between such parties with respect  to
the  Property  are  merged into this Agreement.   This  Agreement
shall  not  be  modified or amended in any respect  except  by  a
written instrument executed by or on behalf of each of Buyer  and
Seller.

     18.  Survival of Covenants.  All covenants, representations,
warranties,   obligations  and  agreements  contained   in   this
Agreement shall survive the Close of Escrow and the delivery  and
recordation  of  all  documents  or  instruments  in   connection
therewith.   Notwithstanding the foregoing,  however,  a  Party's
obligation to perform a certain act or take a certain  action  as
required  hereunder  shall cease upon  that  Party's  timely  and
proper performance thereof.

     19.   Exhibits.   Each  and  every exhibit  referred  to  or
otherwise  mentioned  in  this  Agreement  is  attached  to  this
Agreement  and  shall  be construed to be made  a  part  of  this
Agreement  by  such reference or other mention at each  point  at
which  such reference or other mention occurs, in the same manner
and  with  the same effect as if each exhibit were set  forth  in
full  and  at  length every time it is referred to  or  otherwise
mentioned.

     20.    Captions.   All  captions,  headings,   section   and
subsection  numbers and letters, and other reference  numbers  or
letters  are solely for the purpose of convenience and shall  not
be  deemed to supplement or limit the subject of such Sections or
to be considered in their construction.

     21.   Counterparts.   This  Agreement  may  be  executed  in
multiple counterparts, each of which shall constitute an original
and all of which when taken together shall constitute one and the
same instrument.

     22.    Waiver.   Any  condition  or  right  of  termination,
cancellation, or rescission granted by this Agreement to Buyer or
Seller  may be waived by such party; provided, however,  that  no
waiver  shall be binding on a party hereto unless made  expressly
and in writing.

     23.   Rights Cumulative.  Except as expressly limited by the
terms  of  this  Agreement, all rights,  powers,  and  privileges
conferred  hereunder shall be cumulative and not  restrictive  of
those given by law.

     24.   Successors  And  Assigns.   This  Agreement  shall  be
binding  upon and inure of the benefit of the parties hereto  and
their respective heirs, successors, and assigns.

     25.   Assignment.   Without  the prior  written  consent  of
Seller, Buyer shall not assign, mortgage, pledge, or in any other
way  encumber or transfer any of Buyer's rights hereunder or  any
part  thereof  to any person, firm, partnership, corporation,  or
other entity by operation of law or otherwise; provided, however,
Buyer may assign its rights hereunder to any person, corporation,
partnership, limited liability company, or other entity,  if  the
same  controls Buyer, is controlled by Buyer or is  under  common
control  with Buyer.  In the event of such permitted  assignment,
Buyer  shall  remain  liable for Buyer's obligations  under  this
Agreement.

     26.   Time  Of  Essence.   Time is of  the  essence  in  the
performance of each provision of this Agreement.

     27.   Limitation Of Liability.  Buyer (on behalf of  itself,
its  direct  and  indirect  partners,  all  persons  or  entities
controlling, controlled by, or under common control  with  Buyer,
and  all  officers,  directors,  employees,  trustees,  advisors,
agents,  shareholders, or contractors of any  of  the  foregoing)
agrees and acknowledges that the obligations of Seller under this
Agreement  do not constitute personal obligations of Seller,  the
direct or indirect partners of Seller or the members of Seller or
their   respective   officers,  directors,  trustees,   advisors,
members,  agents,  shareholders, employees, or  contractors,  and
that  Buyer  agrees that it will look solely to the  interest  of
Seller  in  the  Property  and the proceeds  thereof  (including,
without limitation, the Purchase Price) for satisfaction  of  any
liability of Seller with respect to this Agreement, and will  not
seek  recourse against any other assets of Seller, or the members
of  Seller,  or  their respective officers, directors,  trustees,
advisors,    members,   agents,   shareholders,   employees    or
contractors,   or  any  of  their  personal  assets,   for   such
satisfaction.  In  addition, the obligations of  the  members  of
Seller  to  make  capital  contributions  to  Seller  shall   not
constitute assets of Seller against which recourse may be  sought
for  purposes  hereof. The provisions of this  Section  27  shall
survive Closing.

     Seller  (on  behalf  of  itself,  its  direct  and  indirect
partners, all persons or entities controlling, controlled by,  or
under  common  control with Seller, and all officers,  directors,
employees,   trustees,   advisors,   agents,   shareholders,   or
contractors of any of the foregoing) agrees and acknowledges that
the  obligations of Buyer under this Agreement do not  constitute
personal obligations of the direct or indirect partners of  Buyer
or  the members of Buyer or their respective officers, directors,
trustees, advisors, members, agents, shareholders, employees,  or
contractors, and that Seller agrees that it will look  solely  to
the  interest  of Buyer in the Property and the proceeds  thereof
and  Buyer's  assets for satisfaction of any liability  of  Buyer
with  respect  to  this  Agreement, and will  not  seek  recourse
against  any  members  of  Buyer, or their  respective  officers,
directors,  trustees,  advisors, members,  agents,  shareholders,
employees  or contractors, or any of their personal  assets,  for
such satisfaction. In addition, the obligations of the members of
Buyer to make capital contributions to Buyer shall not constitute
assets of Buyer against which recourse may be sought for purposes
hereof. The provisions of this Section 27 shall survive Closing.

     28.  Severability.  If any portion of this Agreement becomes
illegal, null, void or against public policy, for any reason,  or
is  held  by  any court of competent jurisdiction to be  illegal,
null,  void  or against public policy, the remaining portions  of
this Agreement shall not be affected thereby and shall remain  in
effect to the fullest extent permitted by law.

     29.   Interpretation.  No provision of this Agreement  shall
be  construed against or interpreted to the disadvantage  of  any
party  hereto  by  any  court or other governmental  or  judicial
authority by reason of such party having or being deemed to  have
structured, drafted or dictated such provision.

     30.   Attorney's Fees.  If Seller or Buyer shall  engage  an
attorney  in connection with any action or proceeding to  enforce
this Agreement, the prevailing party in such action or proceeding
shall be entitled to recover its court costs including reasonable
attorneys'  fees, to the extent permitted by law.   If  different
parties  are  the  prevailing parties on  different  issues,  the
respective  court  costs  and related attorneys'  fees  shall  be
apportioned in proportion to the value of the issues decided  for
or against the parties.

     31.   Section  1031 Exchange.  Seller agrees  that  it  will
cooperate,  without  cost or expense to  Seller,  with  Buyer  in
effectuating  an Internal Revenue Service Section  1031  Exchange
with  this Property, provided (a) Seller will not be required  to
take title to any exchange property and (b) the exchange does not
delay Closing.



          [Remainder of page intentionally left blank]

     IN  WITNESS  WHEREOF, the parties hereto have  duly  signed,
sealed  and delivered this Agreement as of the date first written
above.


                         SELLER:

                         TRANSMILLS, L.L.C.,
                         a Nevada limited liability company

                         By:  TransMills Management Corp.,
                              a Nevada corporation, its Managing
                              Member

                              By:  /s/ David J Voorhies
                              Name:  David J Voorhies
                              Title:  Treasurer

                              Date of Execution:November 24, 2003



                         BUYER:

                         AEI FUND MANAGEMENT, INC.,
                         a Minnesota corporation


                         By:  /s/ Robert P Johnson
                         Name:    Robert P Johnson
                         Title:   President

                         Date of Execution:  November 21, 2003


                    CONSENT OF ESCROW HOLDER


     Escrow Holder hereby agrees to be bound by and perform its
duties in accordance with the foregoing instructions.

                              FIRST AMERICAN TITLE COMPANY OF
                              NEVADA



Date:  December 1, 2003       By: /s/ Sharon Silverberg
                              Name:Sharon Silverberg
                              Title: Commercial Escrow Officer



                            EXHIBIT A

CSI File No. 001658                                 Policy No. 001658

All that certain lot, piece, or parcel of land, together with the
improvements  thereon, situate in Anne Arundel County,  Maryland,
and being more particularly described as follows:

Lot  5,  Block  E,  as  shown on the plat  dated  November  2000,
entitled "Administrative Plat Regional Commercial Complex Arundel
Mills" and recorded in Plat Book 232 pages 31 through 41.

TOGETHER   WITH   the  easements,  covenants   and   restrictions
benefiting  the  above described property  as  contained  in  the
following instruments:

1.   Master  Development  Agreement recorded  in  Liber  9247  at
     folio  1. Notice and Reconfirmation dated December  1,  1999
     by   and   between   Arundel  Mills   Limited   Partnership,
     Dorchester    Associates,   L.L.C.,    Dorchester    Limited
     Partnership,  Piney-100 Land Limited  Partnership  and  Kirk
     Property  Limited  Partnership, recorded in  Liber  9798  at
     page 381.

2.   Memorandum   of   Agreement   between   Dorchester   Limited
     Partnership, Piney-100 Land Limited Partnership and  Arundel
     Mills  Limited Partnership dated November 30, 1999, recorded
     December 1, 1999 in Liber 9529 at folio 394.

3.   Arundel  Mills  Master Declaration of Easements,  Covenants,
     Conditions  and  Restrictions dated May  9,  2000,  made  by
     Arundel   Mills   Limited  Partnership  and  Arundel   Mills
     Residual Limited Partnership, and recorded in Liber 9769  at
     folio   701.  As  amended  by  First  Amendment  to   Master
     Declaration   of   Easements,  Covenants,   Conditions   and
     Restrictions dated August 23, 2000, recorded in  Liber  9917
     at  folio  492.  As  amended by Second Amendment  to  Master
     Declaration   of   Easements,  Covenants,   Conditions   and
     Restrictions  dated December 11, 2000 and recorded  December
     14,2000 in Liber 10086 at folio 678.

4.   Restrictive   Covenant   and   Easement   Agreement   (Sewer
     Facilities) dated November 30, 1999, by and between  Arundel
     Mills  Limited  Partnership, Dorchester Associates,  L.L.C.,
     Kirk   Property  Limited  Partnership,  Dorchester   Limited
     Partnership  and  Piney-100 Land  Limited  Partnership,  and
     recorded in Liber 9798 at folio 108.

5.   Restrictive  Covenant  (Disclosure  of  Future  Development)
     dated   November   30,  1999,  by  and  between   Dorchester
     Associates,  L.L.C., Dorchester Limited Partnership,  Piney-
     100   Land   Limited  Partnership,  Kirk  Property   Limited
     Partnership  and  Arundel  Mills  Limited  Partnership,  and
     recorded in Liber 9798 at folio 226.

6.   Restrictive  Covenant (Future Development Use  Restrictions)
     dated   November   30,  1999,  by  and  between   Dorchester
     Associates,  L.L.C., Dorchester Limited Partnership,  Piney-
     100   Land   Limited  Partnership,  Kirk  Property   Limited
     Partnership  and  Arundel  Mills  Limited  Partnership,  and
     recorded in Liber 9798 at folio 284.

7.   Deed  vesting  title in the Insured, as  recorded  in  Liber
     10108 at folio 639.

A portion of tax account number:04-005-90109462.


A.LTA 1992 Owners Policy