ASSIGNMENT OF
                 PURCHASE AND SALE AGREEMENT


      THIS ASSIGNMENT made and entered into this 29th day of
October,  2002 by and between AEI FUND MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI Income &  Growth
Fund  24  LLC  and  AEI  Private Net Lease  Millennium  Fund
Limited Partnership, ("Assignees");

     WITNESSETH, that:

      WHEREAS,  on  the 1st day of October,  2002,  Assignor
entered into a Purchase and Sale Agreement ("Agreement") for
that  certain property known as Jared Jewelry Store  located
in  Pittsburgh,  PA,  (the "Property")  with  McKnight  Road
Development, LLC, as Seller and

      WHEREAS, Assignor desires to assign all of its rights,
title  and  interest  in,  to and  under  the  Agreement  to
Assignee as hereinafter provided;

AEI INCOME & GROWTH FUND 24 LLC                   72%
AEI PRIVATE NET LEASE MILLENNIUM
     FUND LIMITED PARTNERSHIP                     28%

      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   the
     Assignees as noted above, to have and to hold the  same
     unto the Assignee, its successors and assigns;

     2.    Assignees  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.

     3.   The Purchase Price paid by the Assignees designated
     herein is equal to the prorata share of the amounts to be
     funded as of the date of this Agreement.

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

AEI FUND MANAGEMENT, INC.
("Assignor")

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


AEI INCOME & GROWTH FUND 24 LLC
BY:  AEI FUND MANAGEMENT, XXI, INC.
("Assignee")

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


AEI PRIVATE NET LEASE MILLENNIUM FUND LIMITED PARTNERSHIP
BY:  AEI FUND MANAGEMENT XVIII, INC.
("Assignee")

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





                   PURCHASE AND SALE AGREEMENT




      This  Purchase  and  Sale Agreement (this  "AGREEMENT")  is
entered  into  as  of  this  1st day of  October,  2002,  between
McKNIGHT  ROAD  DEVELOPMENT, LLC., a New York  limited  liability
company  ("SELLER"), and AEI FUND MANAGEMENT, INC.,  a  Minnesota
corporation  ("BUYER").  The date on which the last party  hereto
executes  this  Agreement  is  hereafter  referred  to   as   the
"EFFECTIVE DATE".

      In  consideration of the mutual covenants set forth  herein
and  in  consideration of the earnest money deposit herein called
for, the parties agree as follows:

      Section  1.      SALE  AND PURCHASE.   Seller  shall  sell,
convey, and assign to Buyer, and Buyer shall purchase, assume and
accept  from Seller, for the Purchase Price (hereinafter defined)
and  on and subject to the terms and conditions herein set forth,
the following:

           (a)   the  tract  or parcel of land  having  a  street
address  of  7381 McKnight Road, Ross Township,  PA  ,  and  more
particularly  described  in EXHIBIT A attached  hereto,  together
with all rights and interests appurtenant thereto, including  all
of  Seller's  right,  title,  and interest  in  and  to  adjacent
streets, alleys, rights-of-way, and any adjacent strips and gores
of  real  estate  (the "LAND"); all improvements located  on  the
Land, including that certain one-story building which consists of
approximately  5,856  square feet (the "IMPROVEMENTS");  and  all
rights,  titles,  and  interests  appurtenant  to  the  Land  and
Improvements;

          (b)  all of   Seller's   interest   in   and rights and
obligations  under   the  Lease  dated February 4, 2002,  by  and
between Seller and Sterling  Inc.  (the "TENANT"),  as amended on
March 27, 2002, providing  for  the  use  and  occupancy  of  the
Improvements and Land (the "LEASE"); and all rents   prepaid  for
any period subsequent to  the  Closing  Date (defined below); and

           (c)   all  of  Seller's interest  in  and  rights  and
obligations  under the Guaranty of Lease dated February  6,  2002
given by Sterling Jewelers Inc. (the "GUARANTOR").

            (d)       to the extent assignable by Seller and  not
previously  assigned  to Tenant as required  under the Lease, all
of the following, if any, relating  solely   to   the   Land  and
the  Improvements;  (1)  warranties, guaranties, indemnities, and
claims (all  subject  to  Seller's reservation of its rights with
respect  to  claims   thereunder which   arise  from   facts   or
circumstances existing prior to the  Closing Date  or during  any
period when Seller remains liable to Tenant or Buyer with respect
to  the  Property), (2)  plans, drawings, specifications, surveys,
engineering  reports, and other technical  information,   and  (3)
other property (real,  personal,  or  any other)  relating to the
leasing,  maintenance,  service,   or  operation   of   the Land,
Improvements,  or  the  Lease  (such assignment  to be subject to
Seller's reservation of  its  rights  with   respect  to   claims
thereunder which arise  from  facts  or   circumstances  existing
prior  to  the Closing Date or  during  any  period  when  Seller
remains liable to Tenant or Buyer with respect to the Property).

The   above-listed  items  are  herein  collectively  called  the
"PROPERTY".   All  of the Property shall be sold,  conveyed,  and
assigned  to Buyer at Closing (defined below) free and  clear  of
all  liens except for the lien of real property taxes not yet due
and  payable, and subject to the Permitted Encumbrances  (defined
below).

      Section 2.     PURCHASE AND SALE.  Seller agrees to sell to
Buyer,  and  Buyer agrees to purchase from Seller,  the  Property
upon the terms and conditions set forth in this Agreement.

       Section   3.      PURCHASE  PRICE.   The  Purchase   Price
("PURCHASE   PRICE")  for  the  Property  shall  be   $3,570,000,
(computed  based  upon  a 9.35% capitialization  of  the  current
annual  rent, to be verified by a Tenant Estoppel at closing)  to
be paid in cash or cash equivalent as set forth in Section 10.

      Section 4.     EARNEST MONEY.  Within two (2) business days
after  the  Effective  Date, Buyer shall  deliver  to  the  party
designated by Seller at the address to be supplied by Seller,  at
Chicago   Title  Insurance  Company,  Pittsburgh,   PA.   ("Title
Company"),  a check or wire transfer in the amount of  $75,000.00
which  the Title Company shall immediately deposit for collection
in   an  interest-bearing  account,  upon  Buyer  executing   and
delivering  an IRS Form W-9 to the Title Company and  Seller  and
Buyer  executing the Title Company's form escrow  agreement.   As
used  in this Agreement, the term "EARNEST MONEY" shall mean  the
amount  deposited  by  Buyer, together with all  interest  earned
thereon  while in the custody of Title Company.  At the  Closing,
the Earnest Money and any interest earned thereon will be paid to
Seller  and applied as a credit against the Purchase Price.   If,
for  any  reason  this  Agreement is  terminated,  prior  to  the
expiration of the Inspection Period, then the Earnest  Money  and
any interest earned thereon in full shall be promptly returned to
Buyer.

      Section  5.      DELIVERY OF INFORMATION BY SELLER.   Buyer
acknowledges that Seller has delivered or caused to be  delivered
to Buyer the following:

          (a)  Seller's existing policy of title insurance ("Title
               Policy"), issued by the Title Company;

          (b)  Copies  of  all  documents referred to in the Title
               Policy (the "Title Policy Documents"); with respect
               to  the  Parking and Access Agreement,  Buyer  will
               review and notify Seller of any objections  thereto
               within  5  business  days  of  the  Effective Date,
               (subject to Buyer's right  to  re-review  the title
               commitment to be delivered pursuant to subparagraph
               5(w) below, but solely with respect to matters  not
               previously contained  in  seller's  existing  title
               policy and survey).   In the event Buyer objects to
               anything contained  within  the  Parking and Access
               Agreement  (except the requirement  by  Buyer  that
               Seller fulfill the monetary obligations  thereunder
               by Escrow), Seller may terminate this Agreement;

          (c)  A copy  of  Seller's existing Phase I Environmental
               Report and copies of any other environmental reports
               on the Property in Seller's possession;

          (d)  A copy  of  Seller's  existing  ALTA/ACSM  Land and
               Improvements survey;

          (e)  A  copy  of  the  executed Lease and any amendments
               thereto;

          (f)  A soils report;

          (g)  If in Seller's possession, zoning information concerning
               the current zoning of the Property;

          (h)  Site plans and building plans and specifications,;

          (i)  Names, addresses and phone numbers of utility companies
               servicing the Property

          (j)  Copy of real estate tax statement;

          (k)  Copy  of  the executed Guaranty and the Lease  and
               any amendments thereto;

          (l)  Two years of annual financial statements for  the
               Guarantor.

     Buyer  shall  have an Inspection Period of 21 business  days
     from  the  Effective Date hereof to review and  approve  the
     foregoing in AEI's sole discretion.

     Seller,  at  its own expense, shall provide Buyer  with  the
     following,  which Buyer shall have 15 days from the  receipt
     of  the  last  of  the  following  to  review  (the  "Review
     Period");  provided,  however,  Buyer  shall  use  its  best
     efforts  to  complete its review of such items in  a  timely
     manner to expedite the transaction toward closing, and shall
     waive  (in  Buyer's  sole  but  reasonable  discretion)  the
     requirement of an entire 15 day review period  as  to  a  de
     minimus  number  of  the following items  that  may  not  be
     available until several days prior to closing:

          (m)  A copy of any items to be specifically assigned to
               Buyer  under  paragraph      1d) and the  proposed
               assignment thereof;

          (n)  A  current ALTA As-Built Survey certified to Buyer
               and Title Company  (AEI's  review thereof shall be
               confined to matters not theretofore  reflected  on
               the Title Policy of Seller or  Seller's   existing
               survey as provided to Buyer);

          (o)  Proposed general warranty deed;

          (p)  Balance Sheet of Seller;

          (q)  An  original  Reliance Letter certified  to  Buyer
               from  the engineer who prepared the Seller's Phase
               I Environmental Report;

          (r)  Certificate  of  Occupancy,  and  Certificate   of
               Completion  from  a project architect  or  general
               contractor certifying that as of the date  thereof
               and to their best knowledge, the Improvements have
               been  completed in accordance with the  plans  and
               specifications  and  the  soils  report  for   the
               Property   and  substantially  comply   with   all
               applicable  rules and regulations of  governmental
               authorities having jurisdiction over the  Property
               and  the objective standards of the Americans with
               Disabilities Act;

          (s)  Certificate   of  Insurance  evidencing   Tenant's
               compliance with the Lease requirements;

          (t)  A   project  cost  statement,  signed  by  Seller,
               itemizing   in  percentages  totaling  100%,   the
               following  costs:  land acquisition,  soft  costs,
               building construction, and site work;

          (u)  Copies of all warranties, and assignments thereof,
               issued to or required to be provided to Tenant  as
               designated in the Lease;

          (v)  Affirmative   coverage,  or  an   endorsement   or
               endorsements  from  the  Title  Company,  insuring
               Buyer  (and agreeing to provide the same  coverage
               to  Buyer's successors and assigns in subsequently
               purchased  policies)  that  the  right  of   first
               refusal  in  the Parking and Access Agreement  has
               been terminated;

          (w)  A  title insurance commitment issued by the  Title
               Company  naming Buyer as the proposed insured  and
               insuring  Buyer  in  the amount  of  the  Purchase
               Price, accompanied, unless previously provided, by
               true  copies of all documents that are  exceptions
               to coverage.

The  documents described in this Section are herein  collectively
called  the  "DOCUMENTS," and the information  contained  in  the
Documents is herein collectively called the "INFORMATION." Seller
further  agrees  to deliver to Buyer any information  that  shall
come  to  Seller's  attention prior to  the  closing  that  shall
materially, adversely impact the Documents, the Information,  the
Property,  or the Tenant.  Buyer shall have a right to  terminate
this Agreement based upon such materially adverse information and
shall  receive the return of its Earnest Money together with  any
interest  thereon  if  this Agreement is so  terminated  on  such
basis.

     Section 6.     RIGHT OF INSPECTION

          (a) Buyer may conduct a site inspection of the Property
          during  the Inspection Period (defined below) and Buyer
          may elect to not purchase  the Property if, in its sole
          discretion, it is not satisfied with the results of such
          inspection.  In conducting its inspection  Buyer  shall
          not   unreasonably  interfere  with  the  business  and
          operations of Tenant  or  construction   activities  of
          Seller. Further, Buyer shall indemnify, defend and hold
          Seller  harmless  from  any and all costs, damages, and
          liabilities whatsoever, including reasonable attorney's
          fees, arising out of Buyer's inspection of the Property
          and the Information, which   obligation shall expressly
          survive any termination of this Agreement.   Except  as
          may be required by law or by legal  proceedings,  Buyer
          shall keep all Information furnished to it by Seller or
          obtained  by  Buyer  strictly  confidential;  provided,
          however,  that  the  same  may  be disclosed to Buyer's
          lenders,   accountants  and  attorneys  to  the  extent
          necessary to consummate  this  transaction  and  to the
          extent  such  recipients   agree  to    maintain   such
          confidentiality. Buyer's obligations under this Section
          shall survive the termination of this Agreement for any
          reason.

          (b)   If for any reason Buyer determines that it  shall
          not  proceed  with  this transaction,  then  Buyer  may
          terminate  this Agreement, by delivering  to  Seller  a
          written  notice of termination at any time  during  the
          period  ending  at  5:00  p.m., Minneapolis,  Minnesota
          time,  on  the  last  day of the  foregoing  Inspection
          Period  or  Review  Period.   If  Buyer  does  not   so
          terminate  this Agreement, Buyer shall have waived  its
          right to terminate this Agreement.

      Section  7.     TITLE.  Buyer may, at any time  during  the
Inspection  Period  or Review Period, object in  writing  to  any
liens,  encumbrances, and other matters reflected  by  the  Title
Commitment.  All such matters to which Buyer so objects shall  be
"NON-PERMITTED  ENCUMBRANCES"; if no  such  objection  notice  is
given during the Inspection Period, all matters reflected by  the
Title commitment shall be "PERMITTED ENCUMBRANCES."  Seller  may,
but  shall not be obligated to, cure, remove or insure around all
Non-Permitted  Encumbrances.   In  addition,  Seller   shall   be
obligated  to  remove or insure around by Closing all  mortgages,
deeds  of  trust,  judgment liens, mechanic's  and  materialmen's
liens, and other monetary liens against the Property (other  than
the  liens  for taxes and assessments which are not  delinquent),
whether  or  not  Buyer  objects thereto  during  the  Inspection
Period.   If Seller does not cause all Non-Permitted Encumbrances
to be removed, cured or insured around, then Buyer may either (a)
terminate  this  Agreement in accordance with  Section  12(b)  by
delivering notice to Seller within five (5) days after the end of
the  Inspection Period, or (b) purchase the Property  subject  to
the  Non-Permitted Encumbrances (other than monetary  liens  that
Seller  is  obligated to remove or insure around), and  the  Non-
Permitted Encumbrances (other than liens that Seller is obligated
to  remove or insure around) shall thereafter be deemed Permitted
Encumbrances.   The  Lease is hereby designated  as  a  Permitted
Encumbrance.

      Section  9.      SELLER'S REPRESENTATIONS, WARRANTIES,  AND
COVENANTS.   Seller  hereby  represents  and  warrants  to,   and
covenants with, Buyer that:

     (a)   Except  for  this Agreement and the  Lease  and  those
matters disclosed in the materials delivered to Buyer pursuant to
Section  5  hereof,  it is not aware of any other  agreements  or
leases  with  respect  to the Property,  including  none  of  the
following  that  will  survive the Closing such  as  maintenance,
service, or utility contracts (the "PROPERTY AGREEMENTS");

     (b)   It  does not have any actions or proceedings  pending,
which   would  materially  affect  the  Property  or  Tenant   or
Guarantor, except matters fully covered by insurance;

     (c)   The  consummation  of  the  transactions  contemplated
hereunder, and the performance of this Agreement and the delivery
of  the warranty deed to Buyer, will not result in any breach of,
or  constitute a default under, any instrument to which Seller is
a party or by which Seller may be bound or affected;

     (d)     All   of   Seller's   covenants,   agreements,   and
representations  made herein, and in any and all documents  which
may  be delivered pursuant hereto, shall survive for one (1) year
from  the  delivery  to  Buyer of the  warranty  deed  and  other
documents  furnished in accordance with this Agreement,  and  the
provision  hereof shall continue to inure for  one  (1)  year  to
Buyer's benefit and its successors and assigns;

     (e)   The  Property  is  in  good  condition,  substantially
undamaged  by fire and other hazards, and has not been  made  the
subject of any condemnation proceeding;

     (f)   Seller has full right, power, and authority to execute
and  deliver  this Agreement and to consummate the  purchase  and
sale  transaction  provided  for  herein  without  obtaining  any
further  consents or approvals from, or the taking of  any  other
actions  with respect to, any third parties; and this  Agreement,
when  executed and delivered by Seller and Buyer, will constitute
the  valid  and binding agreement of Seller, enforceable  against
Seller in accordance with its terms.

       (g)   The  Property  is  presently  not  in  violation  of
applicable environmental law, and contains no hazardous materials
except for the presence on the Property of such materials as  may
be  held by Tenant in customary amounts for resale or maintenance
of the Property.

     (h)  Seller has not received from any governmental authority
written notice of any violation of law, rule, regulation, permit,
certificate,  or  approval or license, which has  not  heretofore
been cured.

      (i)   To  the  best  of Seller's knowledge,  there  are  no
attachments, executions, assignments for the benefit of creditors
or voluntary or involuntary proceedings in bankruptcy pending, or
threatened against Seller.

     (j)   The  copies  of  all  documents  and  other  documents
delivered by Seller to Buyer pursuant to this Agreement shall, to
Seller's  current actual knowledge, be true and complete  in  all
material  respects;  provided,  however,  that  Seller  makes  no
representation  or  warranty whatsoever as  to  the  contents  or
subject  matter  of  any Documents, Information  or  other  items
prepared by third parties.

     (k)  The Lease and the amendment thereto submitted to Buyer:

     (1)   is  a  true  and complete copy of the Lease  with  all
     exhibits attached;

     (2)  has  not  been modified, altered or amended  except  in
          writing and disclosed to Buyer; and

     (3)    is  in  full  force  and effect without  any  uncured
          material default by either Landlord or Tenant.

       (l)    Seller  represents  and  warrants  the  transaction
contemplated herein does not represent a fraudulent conveyance.

All  of Seller's representations and warranties shall survive the
Closing  for  one  (1) year; Buyer may not take  any  action  for
breach  of  such representations and warranties unless  it  shall
have  given  Seller written notice of such breach  in  reasonable
detail  not  later  than a date that is one  (1)  year  from  the
Closing Date.  Seller shall have thirty (30) days to commence  to
cure  any  such  breach after receipt of Buyer's  timely  written
notice and so long thereafter is reasonably necessary to complete
such cure.

      Section  10.    CLOSING.  The closing of the  sale  of  the
Property by Seller to Buyer (the "CLOSING") shall occur upon  the
later  of:  (a)  on  or before the 10th business  day  after  the
expiration  of  the  Inspection Period or  (b)  within  ten  (10)
business  days after the Tenant takes possession of the  building
and  begins  paying rent (the "CLOSING DATE").  The  parties  may
elect  to  close prior to the scheduled Closing Date upon  mutual
consent.  An escrow officer of the Title Company at its office in
Pittsburgh,  Pennsylvania, who will coordinate the  Closing  with
the  Title  Company's branch office in the county  in  which  the
Property  is located, shall close this transaction.  Time  is  of
the essence with regard to the Closing Date.  At the Closing, the
following, which are mutually concurrent conditions, shall occur;

           (a)  Buyer, at its expense, shall deliver or cause  to
be delivered to Seller the following:

               (1)   the  Purchase Price in funds  available  for
          immediate value in Seller's accounts;

               (2) the Earnest Money shall be delivered to Seller
          and credited against the Purchase Price;

               (3)  an Assignment and Assumption of Lease and  an
          Assignment  of the Guaranty in the form to be  mutually
          agreed  upon by the parties prior to the expiration  of
          the  Inspection Period, fully executed and acknowledged
          by Buyer;

               (4)  evidence  satisfactory to  Seller  and  Title
          Company that the person executing the Closing documents
          on behalf of Buyer has full right, power, and authority
          to do so; and

               (5)  such  other  documents as may  be  reasonably
          requested  by the Title Company or Seller in accordance
          with this Agreement.

           (b)  Seller, at its expense, shall deliver or cause to
          be delivered to Buyer the following:

                (1) An Assignment and Assumption of Lease and  an
          Assignment  of the Guaranty in the form to be  mutually
          agreed  upon by the parties prior to the expiration  of
          the  Inspection Period, fully executed and acknowledged
          by  Seller,  accompanied  by  the  original  Lease  and
          original Amendments thereto, if any;

                (2)  A  Pennsylvania statutory  form  of  general
          warranty deed in the form to be mutually agreed upon by
          the  parties prior to the expiration of the  Inspection
          Period,  fully  executed  and acknowledged  by  Seller,
          conveying to Buyer the Land and Improvements;

               (3) A tenant and guarantor estoppel certificate in
          the  form as shown on EXHIBIT C attached hereto,  fully
          executed by Tenant and Guarantor;

                (4) Evidence reasonably satisfactory to Buyer and
          Title Company that the persons executing and delivering
          the  Closing  documents on behalf of Seller  have  full
          right, power and authority to do so;

                (5)  A  certificate meeting the  requirements  of
          Section  1445  of the Internal Revenue  Code  of  1986,
          executed and sworn to by Seller;

               (6)  An  Option  to Purchase in  the  form  to  be
          mutually  agreed  upon  by the  parties  prior  to  the
          expiration of the Inspection Period, fully executed and
          acknowledged by Seller, conveying to Buyer such  option
          rights as are set forth in the Letter of Intent between
          the  parties.  The  Letter of  Intent  is  attached  as
          EXHIBIT B hereto,

                (7)  such  other documents as may  be  reasonably
          requested  by  the  Title  Company  or  by   Buyer   in
          accordance  with this Agreement, or as are  customarily
          executed  in Pennsylvania to effectuate the  conveyance
          of property similar to the Property.

               (8)   Assignment  of  documents  as  required   in
          paragraph 1 (d) hereof.

           (c)   Seller shall pay the following costs of closing:
escrow  fees,  recording costs, and any brokerage fees  to  third
parties engaged by Seller.  Each party shall pay one-half of  all
other  closing costs, such as realty transfer tax (deed  stamps),
and  fees  to  obtain the title insurance commitment  and  policy
premiums;  each  party shall pay its own attorney's  fees.  Buyer
shall  pay the mortgage tax due on any mortgage granted by  Buyer
at closing, if any.

           (d)  Rent due under the Lease shall be prorated as  of
the  Closing Date, Seller being charged and credited for  all  of
same  up to the Closing Date and Buyer being charged and credited
for all of same on and after the Closing Date; provided, however,
that,  if the wire payoff to Seller's mortgagee is received later
than  1:00pm EST on the day of closing then the Seller,  and  not
Buyer,  shall be credited for the Rent paid under the Lease  that
is  attributable to the day of closing. Utility charges and taxes
are paid by the Tenant and shall not be prorated at Closing.  All
prorations made at Closing shall be considered a final settlement
between the parties.

       Section  11.     DESTRUCTION,  DAMAGE,  OR  TAKING  BEFORE
CLOSING.   If, before Closing, all or any material  part  of  the
Land  or Improvements are destroyed or damaged, or become subject
to  condemnation or eminent domain proceedings, then Seller shall
promptly  notify Buyer thereof.  Buyer may elect to proceed  with
the  Closing  (subject to the other provisions of this  Agreement
and with no reduction in the Purchase Price) by delivering notice
thereof  to  Seller within five (5) business days of  receipt  of
Seller's  notice respecting the damage, destruction,  or  taking,
but  in  such  event  Buyer shall be entitled  to  all  insurance
proceeds  or  condemnation awards payable as  a  result  of  such
damage or taking and, to the extent the same may be necessary  or
appropriate,  Seller  shall assign to Buyer at  Closing  Seller's
rights  to such proceeds or awards.  If, within five (5) business
days  of  receipt  of  Seller's  notice  respecting  the  damage,
destruction,  or taking, Buyer notifies Seller of its  intent  to
terminate this Agreement, or if Buyer gives no notice within such
period,  then  Buyer  shall be deemed  to  have  terminated  this
Agreement  pursuant to Section 11(b).  For the purposes  of  this
Section  10,  damage  or  a  taking shall  be  considered  to  be
"material"  if  the  value  of  the  portion  of  the   Land   or
Improvements damaged or taken exceeds an amount equal  to  twenty
five  percent (25%) of the Purchase Price, or, in the case  of  a
taking, if the portion of the Land or Improvements taken are such
that Tenant has the right to terminate the Lease.


     Section 12.    TERMINATION AND REMEDIES

           (a)  If Buyer fails to consummate the purchase of  the
Property  pursuant  to this Agreement for any reason  other  than
termination  hereof  pursuant to a  right  granted  to  Buyer  in
herein,  or if Buyer breaches any covenant or provision  of  this
Agreement,  then Seller, as its sole remedy, may  terminate  this
Agreement  by  notifying  Buyer thereof,  in  which  event  Title
Company  shall  deliver  the Earnest  Money,  together  with  all
interest  thereon, to Seller as LIQUIDATED DAMAGES.  In  addition
to  the  foregoing, Seller shall also be entitled to recover  all
reasonable  expenses, including reasonable  attorney's  fees  and
litigation  costs,  incurred  in connection  with  obtaining  the
Earnest Money following a breach hereof by Buyer.

          (b)  If Buyer terminates this Agreement pursuant to its
rights  to  do  so  hereunder and is not in  default  under  this
Agreement,  then  the Earnest Money, together with  all  interest
thereon,  shall  be  returned to Buyer, whereupon  neither  party
hereto  shall  have any further rights or obligations  hereunder,
except for those which expressly survive the termination of  this
Agreement.

           (c)   If  Seller fails to consummate the sale  of  the
Property  pursuant  to this Agreement for any reason  other  than
Buyer's   failure  to  perform  its  obligations  hereunder,   or
termination  hereof  by Buyer in accordance with  Section  12(b),
then  Buyer,  as  its  exclusive  remedies  therefore,  may:  (1)
terminate  this Agreement by notifying Seller thereof,  in  which
case the Earnest Money, together with all interest thereon, shall
be  returned  to  Buyer and neither party hereto shall  have  any
further  rights or obligations hereunder, except for those  which
expressly  survive  the  termination of this  Agreement;  or  (2)
enforce  specific  performance  of  the  obligations  of   Seller
hereunder.

          (d)  The provision for payment of liquidated damages in
Section 12(a) has been included because, in the event of a breach
by  Buyer,  the  actual  damages to be  incurred  by  Seller  can
reasonably  be  expected to approximate the amount of  liquidated
damages  called for herein and because the actual amount of  such
damages   would  be  difficult  if  not  impossible  to   measure
accurately.

          (e)  This Agreement shall not be recorded in any public
records  in  the  State of Pennsylvania or the county  where  the
Property is located, and any such recording by or for Buyer shall
be a default hereunder.

      Section  13.    NOTICES.  All notices provided or permitted
to  be  given under this Agreement must be in writing and may  be
served by depositing same in the United States mail, addressed to
the  party  to  be  notified, postage prepaid and  registered  or
certified with return receipt requested; by delivering  the  same
in person to such party; by reputable overnight courier delivery;
or  by  facsimile copy transmission with printed confirmation  of
receipt  thereof.  Notice given in accordance herewith  shall  be
effective  upon  delivery to the address of the  addressee.   Any
notice  given  by facsimile transmission shall be followed  by  a
hard  copy  or  by hand delivery.  For purposes  of  notice,  the
addresses of the parties shall be as follows:



          If to Seller, to:

          Mr. Joseph Kane
          McKnight Road Development, LLC
          C/O Westlake Development
          Skyline Building, Suite B-1
          753 James Street
          Syracuse, NY  13203


     With a copy to:

          Stephen E Etoll, Esq.
          Shulman, Curtin, Grundner, & Regen, PC
          250 S. Clinton Street, Suite 502
          Syracuse, NY  13202

If to Buyer, to:

          AEI Fund Management, Inc.
          30 East 7th Street, Suite 1300
          St. Paul, Minnesota 55102
          Attention:  Barbara Kochevar
          Phone No.:  (651) 227-7333
          Fax No.:  (651) 227-7705

With a copy to:     Michael Daugherty, Esq.
                    Attorney at Law
                    30 East 7th Street
                    Suite 1300
                    St. Paul, Minnesota 55102
                    Phone No.:  (612) 720-0777
                    Fax No.:  (612) 677-3181

Either  party hereto may change its address for notice by  giving
three (3) days' prior written notice thereof to the other party.

      Section 14.    ASSIGNS/BENEFICIARIES.  Buyer may assign its
rights and obligations under this Agreement to a wholly owned  or
controlled  affiliate  or  subsidiary of  Buyer  and  at  Closing
designate  such entity to take title to the Property and  to  all
rights  conveyed by Seller to Buyer under this Agreement  without
the  written  consent  of  Seller.  Except  for  the  assignments
provided for in the preceding sentence, Buyer may neither  assign
its rights under this Agreement nor delegate its duties hereunder
without  prior written consent of Seller, which Seller may  grant
or  withhold  in its sole and absolute discretion.  Should  Buyer
assign  this Agreement or delegate its duties without  the  prior
written  consent of Seller, then in addition to all  the  rights,
remedies, and recourses available at law or in equity, Seller may
terminate  this  Agreement and the Title Company shall  forthwith
deliver  the Earnest Money to Seller.  Seller may assign  all  of
its  right,  title and interest in and to this Agreement  to  any
other  entity  that  is  directly or indirectly  wholly-owned  by
Seller.   Such permitted assignment shall include any  assignment
that  may  be  deemed to occur by operation of law in  connection
with  any  merger or consolidation of Seller entity  with  and/or
into  any  other  entity directly or indirectly  wholly-owned  by
Seller  (an  "Intragroup  Merger").  Any such  Intragroup  Merger
shall not be deemed a breach of, cause a default under or trigger
any  right  of  termination under, any other  provision  of  this
Agreement.  Furthermore, Seller may assign this Agreement or  any
rights  hereunder  to  any  corporation  that  acquires  all   or
substantially all of the assets of Seller.  This Agreement is for
the  sole  benefit  of Seller and Buyer, and no  third  party  is
intended to be a beneficiary of this Agreement.

Section  15.    COMMISSIONS.  Seller hereby acknowledges that  it
dealt  only  with  the below mentioned broker in connection  with
this  transaction and shall be solely responsible for the payment
of  any  fees owed to such broker.  Buyer represents that it  did
not  engage a broker for this transaction. Buyer and Seller agree
to  hold  each other harmless and defend one another from  claims
made  by or arising from any broker claiming by, under or through
the indemnifying party. The Seller is solely responsible to pay a
total brokerage fee of $50,000 to Progressive NNN Properties  C/O
Richard Terzian and Terrace Associates, Inc. C/O Grant Anderson.

      Section 16.    COMPUTATION OF TIME.  If the expiration date
of  any  period  or  time for performance hereunder  falls  on  a
Saturday,  Sunday,  or legal holiday, then, in  such  event,  the
expiration date of such period or time for performance  shall  be
extended to the next business day.

      Section  17.     GOVERNING LAW.  This  Agreement  shall  be
governed  and construed in accordance with the laws of the  State
in which the Property is located.

      Section  18.     ENTIRE AGREEMENT.  This Agreement  is  the
entire agreement between Seller and Buyer concerning the sale  of
the  Property, and no modification hereof or subsequent agreement
relative to the subject matter hereof shall be binding on  either
party unless reduced to writing and signed by both parties.   All
Exhibits  attached  hereto  are  incorporated  herein   by   this
reference for all purposes.

      Section 19.    RULE OF CONSTRUCTION; NO WAIVER.  Buyer  and
Seller  acknowledge that each party has reviewed  this  Agreement
and  has  had adequate opportunity to consult legal counsel  with
respect  thereto and that the rule of construction to the  effect
that  any  ambiguities  are to be resolved against  the  drafting
party  shall  not  be  employed in  the  interpretation  of  this
Agreement  or  any  amendments  hereto.   No  provision  of  this
Agreement  shall  be deemed to have been waived by  either  party
unless  the  waiver is in writing and signed by that  party.   No
custom  or practice which may evolve between the Buyer and Seller
during the term of this Agreement shall be deemed or construed to
waive  or  lessen  the right of either of the parties  hereto  to
insist upon strict compliance with the terms of this Agreement.

     Section 20.    NO RECORDING.  Neither this Agreement nor any
memorandum  hereof shall be recorded in any public records  where
the Property is located or elsewhere.

     Section 21.    ATTORNEY'S FEES.  If a dispute arises between
the  parties as a result of or in connection with this Agreement,
then the prevailing party shall be entitled to a reimbursement of
its   reasonable   costs   and  expenses,  including   reasonable
attorney's fees, in addition to all other remedies.

      Section 22.    EXPIRATION.  This offer to Purchase by Buyer
shall  expire if not executed by Seller and returned to Buyer  on
or before October 3, 2002.

      Section  23.     EXISTING RIGHT OF  FIRST  REFUSAL.   Buyer
acknowledges that the Property is subject to an existing right of
first  refusal  in favor of Cofal Partners, L.P. (the  "Right  of
First  Refusal").  If the Right of First Refusal is exercised  in
accordance  with  its  terms, Seller  shall  provide  Buyer  with
written   notice  thereof,  this  Agreement  shall  automatically
terminate, and the  Earnest Money shall be returned by the  Title
Company to Buyer forthwith.

Executed effective as of the date first set forth above.

                              McKnight Road Development, LLC
                              A New York limited liability company

                              By:
                                   Westlake  Holding,  Inc.,  its
                                   sole   member,  a   New   York
                                   corporation

                              By:  /s/ Joseph P Kane
                              Name:    Joseph P. Kane
                              Title:   President:
                              Date:    10-3-02


                              BUYER:

                              AEI FUND MANAGEMENT, INC.,
                              a Minnesota corporation


                              By:  /s/ Robert P Johnson
                              Name:    Robert P. Johnson
                              Title:   President
                              Date:    10-1-02



                            EXHIBIT A

                    LEGAL DESCRIPTION OF LAND



All that certain parcel of land situate in the Township of Ross,
County of Allegheny and commonwealth of Pennsylvania, being all
of Lot No. 1 in Theresa Donnermeyer Plan of record in the
Recorder's Office of Allegheny county in Plan Book Volume 200,
pages 104-and 105.

Being designated as Block 431-B, Lot 17 in the Deed Registry
Office of Allegheny County, Pennsylvania.