PURCHASE AGREEMENT
                     6157 Silver Sage Drive
                         Haltom City, TX

This  AGREEMENT,  entered  into  effective  as  of  the  1st   of
February, 2003 (the "Effective Date").

l. PARTIES. Seller is AEI Real Estate Fund XV Limited Partnership
("Seller").  Seller holds an undivided 100% interest in  the  fee
title  to  that  certain real property legally described  in  the
attached  Exhibit "A" (the "Property").  Buyer is Jem Care,  Inc.
and/or  its  assigns ("Buyer"). Seller wishes to sell  and  Buyer
wishes to buy the Property.

2. PROPERTY. The Property to be sold to Buyer in this transaction
is  legally described on Exhibit "A" attached hereto, subject  to
the  provisions  of Buyer review of title as set forth  below  in
paragraph  8, including that certain Net Lease Agreement  between
Seller and Jem Care, Inc.

3.  PURCHASE  PRICE.  The Purchase Price  for  this  Property  is
$250,000 cash defined below, based on the following terms:

4.  TERMS.  The purchase price for the Property will be  paid  by
Buyer as follows:

     (a)  When this agreement is executed, Buyer will pay  $1,000
     in  cash  or  good funds (the "First Payment")  to  Fidelity
     National  Title  Insurance  Company,  Attn:  Marti  Robinson
     ("Escrowee").   The First Payment will be  credited  against
     the purchase price when and if escrow closes and the sale is
     completed, or otherwise disbursed pursuant to the  terms  of
     this  Agreement.  After the expiration of the Review  Period
     as  defined in paragraph 6 below, the First Payment held for
     the  account of Seller shall become non-refundable.  /s/  JM
     /s/ PK

     (b)  Buyer will pay the balance of purchase price  for  the
     Property,  $249,000  in  cash or good  funds   (the  "Second
     Payment"), at closing to the Escrowee who  shall  close  the
     transaction according to the terms hereof. /s/ JM /s/ PK

     (c) When this Agreement is executed, Buyer will also pay $50
     in   cash   in  good  funds  directly  to  Seller   ("Option
     Consideration"),   which  shall  be  in  consideration   for
     Seller's  execution of this Agreement, but will be  credited
     against the purchase price when and if escrow closes and the
     sale  is  completed.   The  Option  Consideration  shall  be
     considered  non-refundable if this Agreement  is  terminated
     for  any reason.  This $50 shall be included as part of 4(a)
     herein.  /s/ JM /s/ PK

5.  CLOSING  DATE.  Escrow shall close on or before February  28,
2003.  /s/ JM /s/ PK

6.  DUE  DILIGENCE.  Buyer will have until  the  earlier  of  the
Closing Date or expiration of the 20th day after delivery of  the
signed  Agreement (the "Review Period"), to conduct  all  of  its
inspections and due diligence and satisfy itself regarding  title
to  the  Property, and to inspect the Property. Buyer  agrees  to
indemnify  and  hold  harmless for any  loss  or  damage  to  the
Property or persons caused by Buyer or its agents arising out  of
such  physical  inspections  of  the  Property.  BUYER  EXPRESSLY
ACKNOWLEDGES THAT THE SALE OF THE PROPERTY AS PROVIDED FOR HEREIN
IS  MADE  ON  AN "AS IS" BASIS, AND SUCH PROVISION SHALL  SURVIVE
CLOSING.

      Buyer may cancel this agreement for ANY REASON in its  sole
discretion by delivering a cancellation notice by certified mail,
return  receipt requested, or by personal delivery to Seller  and
escrow holder before the expiration of the Review Period. If this
Agreement is not canceled as set forth herein, the First  Payment
shall be non-refundable unless Seller shall default hereunder.

      If  Buyer  cancels this Agreement as permitted  under  this
Section  or  Section  16, except for any title  insurance  and/or
escrow  cancellation fees of the escrowee which will be  paid  by
the  Buyer, and any liabilities under sections 6, 15(a)(iii), and
16(b)  of  this  Agreement  (which will  survive),  Buyer  (after
execution  of  such documents reasonably requested by  Seller  to
evidence  the  termination hereof) shall be  returned  its  First
Payment,  and  Buyer will have absolutely no  rights,  claims  or
interest  of  any  type in connection with the Property  or  this
transaction,  regardless  of any alleged  conduct  by  Seller  or
anyone else.

      Unless  Seller  shall  be  in  default  of  any  obligation
hereunder, or this Agreement is canceled by Buyer pursuant to the
terms  hereof, if Buyer fails to make the Second Payment,  Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably  will be deemed to have canceled this  Agreement  and
relinquish  all rights in and to the Property. If this  Agreement
is not canceled and the Second Payment is made when required, all
of Buyer's conditions and contingencies will be deemed satisfied.

7.  ESCROW. The opening of the escrow shall be initiated by Buyer
and  the First Payment shall be deposited by Buyer with Escrowee.
A  copy  of this Agreement will be delivered to the Escrowee  and
will  serve  as escrow instructions together with the  Escrowee's
standard instructions and any additional instructions required by
the Escrowee to clarify its rights and duties.  The parties agree
to sign these additional instructions of the Escrowee, if any. If
there  is any conflict between these other instructions and  this
Agreement,  this Agreement will control. Escrow  will  be  opened
upon acceptance of this Agreement by Seller.

8.  TITLE.  Closing  will be conditioned  on  the  commitment  of
Escrowee to issue an Owner's policy of title insurance, dated  as
of the close of escrow, in an amount equal to the purchase price,
insuring that Buyer will own marketable and insurable fee  simple
title  to  the  Property  subject only to:  the  title  company's
standard exceptions; current real property taxes and assessments;
survey  exceptions; the rights of parties in possession  pursuant
to the lease defined in paragraph 11 below; all matters of public
record;  all  matters  that  Buyer  has  suffered,  created,   or
permitted  to  accrue; and other items disclosed to Buyer  during
the Inspection and Feasibility Study Period.  Seller shall have a
Title  Commitment issued and tendered to Buyer  within  ten  (10)
days  of  the  date  this  Purchase  Agreement  is  delivered  to
Escrowee.

       Buyer  shall  be  allowed  until  the  expiration  of  the
Inspection and Feasibility Study Period for examination  and  the
making  of  any  objections to the survey and  to  any  exception
contained in the Title Commitment, said objections to be made  in
writing  or  deemed waived.  If any objections are so  made,  the
Seller  shall  be  allowed  thirty  (30)  days  to  cure  Buyer's
objections,  or  in the alternative to obtain  a  commitment  for
insurable  title  insuring over Buyer's  objections.   If  Seller
shall decide to make no efforts to cure Buyer's objections, or is
unable to make title marketable or obtain insurable title, (after
execution  by  Buyer  of such documents reasonably  requested  by
Seller  to evidence the termination hereof) Buyer's First Payment
shall  be returned and this agreement shall be null and void  and
of no further force and effect.

     Pending correction of title, the payments hereunder required
shall  be postponed, but upon correction of title and within  ten
(10)  days  after written notice of correction to the Buyer,  the
parties shall perform this agreement according to its terms.

      If  Buyer shall make no written objection to Seller  within
the  Review Period setting forth Buyer's objections to the status
of  title, Buyer shall have been deemed to have waived  any  such
objections.

9.  CLOSING COSTS.  Seller will pay the deed stamp taxes, if any,
and  one-half of escrow fees attributable to the closing services
for  this transaction.  Seller shall pay for the cost of  issuing
the  title  commitment.  Seller will pay the cost  of  the  title
insurance  premium  for an Owner's policy in the  amount  of  the
Purchase  Price  (if  desired  by Buyer).   Buyer  will  pay  all
recording fees, one-half of the escrow fees, the costs of  a  new
survey  or an update to the Survey in Seller's possession (if  an
update  is  required  by Buyer).  Each party  will  pay  its  own
attorneys' fees and costs to document and close this transaction.
Any real estate commissions will be paid by the Buyer.

10.  REAL  ESTATE  TAXES,  SPECIAL  ASSESSMENTS  AND  PRORATIONS.
Seller  represents  that to the best of its knowledge,  all  real
estate  taxes and assessments due and payable in all years  prior
to  the  year of Closing have been paid in full.  All real estate
taxes  and  special  assessments due and  payable  in  the  years
following the year in which closing occurs shall otherwise be the
responsibility of Buyer.  The parties acknowledge and agree  that
the  tenant of the property is responsible for payment  of  taxes
and special assessments and thus no actual proration of funds  at
closing  shall occur.  Buyer also understands that the tenant  in
the  property  submits  monthly tax escrow  payments  to  Seller.
These payments are placed in an escrow account with Seller to  be
applied  to  real estate taxes as they come due.  All funds  from
the  tenant  being held by Seller in escrow will be forwarded  to
Buyer at closing.

Buyer  also acknowledges that the tenant pays additional  percent
rate  on an annual basis based upon the tenant's Gross Sales when
they  reach  certain  thresholds outlined in  the  lease.   Buyer
agrees  to  work  with  the tenant at the time  the  next  annual
percent  rental  payment comes due to insure the  annual  percent
rent, if any, will be prorated to Seller and Buyer based upon the
number  of  days each party owned this Property during  the  time
period covered by the percent rent calculation.

11. SELLER'S REPRESENTATION AND AGREEMENTS.

     Seller represents and warrants as of this date that:

     (i)   The  Property is subject to a Net Lease  Agreement  as
     follows:

          (a)  Net Lease Agreement entered into March 1, 1991  by
          and between Seller and
          Jem  Care,  Inc., which has been amended from  time  to
          time.  This lease has recently expired but was extended
          to  March  31,  2003  by  way of  a  series  of  letter
          agreements.

     (ii)   It  is  not  aware  of  any  pending  litigation   or
     condemnation  proceedings against the Property  or  Seller's
     interest  in  the Property that have not been  disclosed  to
     Buyer.

     (iii)   It  is  not  aware of any contracts  affecting  this
     Property and potentially or actually binding on Buyer  after
     the closing date.

     (iv)   Seller  has  all  requisite power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.

12. DISCLOSURES.

     (a)   Seller  has  been an absentee landlord.  Consequently,
     Seller  has  little,  if  any,  knowledge  of  the  physical
     characteristics of the Property.

     Accordingly, except as otherwise specifically stated in  the
     Agreement,   Seller   hereby  specifically   disclaims   any
     warranty,  guaranty,  or representation,  oral  or  written,
     past,  present, or future of, as to, or concerning  (i)  the
     nature  and  condition of the Property,  including,  without
     limitation,   the   water,  soil,  and  geology,   and   the
     suitability  thereof and of the Property  for  any  and  all
     activities  and  uses  which  Buyer  may  elect  to  conduct
     thereon; (ii) except for the warranty of title contained  in
     the  Deed  to  be  delivered by Seller at the  closing,  the
     nature  and  extent of any right of way, lease,  possession,
     lien,  encumbrance,  license,  reservation,  condition,   or
     otherwise, and (iii) the compliance of the Property  or  its
     operation with any laws, ordinances, or regulations  of  any
     government or other body.

     (b)  This  Agreement is subject to an inspection contingency
     as  set  forth in Section 16.  Buyer acknowledges and agrees
     that  Buyer  is  not  relying  upon  any  representation  or
     warranties  made  by Seller or Seller's Agent  except  those
     provided herein.


     (c)   Buyer   acknowledges  that,  having  been  given   the
     opportunity to inspect the Property, Buyer is relying solely
     on  its  own  investigation of the Property and not  on  any
     information provided by Seller or to be provided  except  as
     set  forth  herein.  Buyer expressly acknowledges  that,  in
     consideration of the agreements of the Seller herein, except
     as  otherwise specified herein, Seller makes no Warranty  or
     representation, express or implied, or arising by  operation
     of  law,  including,  but not limited to,  any  warranty  or
     condition,  habitability,  tenantability,  suitability   for
     commercial  purposes,  merchantability,  profitability,   or
     fitness  for  a  particular  purpose,  in  respect  of   the
     Property.

     (d) BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY IN
     ITS  THEN PRESENT CONDITION, AS IS, WHERE IS, AND SELLER HAS
     NO  OBLIGATION  TO  CONSTRUCT  OR  REPAIR  ANY  IMPROVEMENTS
     THEREON, OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY.
     WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ALSO
     AGREES  THAT  SELLER  WILL HAVE NO LIABILITY  OF  ANY  TYPE,
     DIRECT OR INDIRECT, TO BUYER OR BUYER'S SUCCESSORS, ASSIGNS,
     LENDERS  OR  AFFILIATES IN CONNECTION  WITH  ANY  HAZARDOUS,
     TOXIC,   DANGEROUS,   FLAMMABLE,   EXPLOSIVE   OR   CHEMICAL
     SUBSTANCES OF ANY TYPE (WHETHER OR NOT DEFINED AS SUCH UNDER
     ANY  APPLICABLE LAWS) ON OR IN CONNECTION WITH THE  PROPERTY
     EITHER BEFORE OR AFTER THE CLOSING DATE.

     The provisions (a) through (d) shall survive closing.

13. CLOSING.

     (a) Before the closing date, Seller will deposit into escrow
     an  executed  limited  warranty deed  subject  to  Permitted
     Exceptions  conveying insurable title  of  the  Property  to
     Buyer.  At Closing, Seller shall deliver to Buyer a standard
     Seller's  Affidavit  regarding liens and  judgments.   Buyer
     will  be given five (5) business days, prior to closing,  to
     review all closing documents.

     (b)  On or before the closing date, Buyer will deposit  into
     escrow:  the  balance  of the purchase price  when  required
     under  Section  4; any additional funds required  of  Buyer,
     (pursuant to this agreement or any other agreement  executed
     by  Buyer)  to  close escrow.  Both parties  will  sign  and
     deliver  to the escrow holder any other documents reasonably
     required by the escrow holder to close escrow.

      (c)  On  the  closing date, if escrow is in a  position  to
close,  the escrow holder will: record   the deed in the official
records  of the county where the Property is located;  cause  the
title       company   to  commit  to  issue  the  title   policy;
immediately deliver to Seller the portion of
            the purchase price deposited into escrow by cashier's
check or wire transfer (less debits
             and prorations, if any); deliver to Seller and Buyer
a signed counterpart of the escrow
             holder's  certified closing statement and  take  all
other actions necessary to close escrow.

14.  DEFAULTS.  If Buyer defaults, Buyer will forfeit all  rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer as Seller's sole remedy.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which will  be
null  and void), unless: it has paid the First Payment, performed
all  of its other obligations and satisfied all conditions  under
this  Agreement,  and  unconditionally notifies  Seller  that  it
stands  ready  to tender full performance, purchase the  Property
and  close escrow as per this Agreement.  Provided, however, that
in  no  event  shall  Seller  be liable  for  any  consequential,
punitive  or  speculative damages arising out of any  default  by
Seller hereunder.


15. BUYER'S REPRESENTATIONS AND WARRANTIES.

     a.  Buyer represents and warrants to Seller as follows:

     (i)   Buyer  has  all  requisite  power  and  authority   to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.

     (ii)   To  Buyer's  knowledge,  neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order  of  any  court or other agency of  government  having
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.

     (iii)   Buyer  agrees to indemnify and hold Seller  harmless
     from any and all claim of any persons or entities claiming a
     brokerage  or  other  fee arising out of  representation  of
     Buyer.

16. PROPERTY INSPECTION AND ENVIRONMENTAL.

     (a)  Seller  shall provide Buyer reasonable  access  to  the
     Property  from  time to time for the purpose  of  conducting
     inspections   thereof   including  mechanical,   structural,
     electrical and other physical inspections. Buyer  has  until
     the earlier of the Closing Date or 20 days after the signing
     of  the  agreement  by  Seller  to  complete  such  physical
     inspection (the "Inspection and Feasibility Study Period").


     (b)  Buyer shall indemnify, defend, and hold harmless Seller
     from  and  against  any and all losses,  claims,  causes  of
     action, liabilities, and costs to the extent caused  by  the
     actions  of  Buyer, its agents, employees,  contractors,  or
     invitees,  during  any  such entry upon  the  Property.  The
     foregoing duty of indemnification shall include the duty  to
     pay all reasonable attorney's fees incurred by the Seller in
     responding to or defending any such claims or proceedings.

     (c) Buyer shall pay for any Phase I Environmental studies it
     wants  to  be performed on the Property. If Buyer desires  a
     Phase  I  Environmental, Buyer shall obtain and  review  the
     same  within the earlier of the Closing date or twenty  (20)
     days  from  the date this agreement is signed by Seller.  If
     the  Phase  I  Environmental report does not meet  hazardous
     material  standards  as required by  the  ruling  state  and
     Federal  agencies,  the Buyer may terminate  this  Agreement
     within  said period and receive a full refund of the Earnest
     Money.   However,  if  Buyer  terminates,  Buyer  prior   to
     termination  will provide Seller with copies of all  reports
     and test results Buyer had performed on the Property.




17. DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

     (a)  If,  prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $20,000,  this  Agreement shall become  null  and  void,  at
     Buyer's  option exercised, if at all, by written  notice  to
     Seller within ten (10) days after Buyer has received written
     notice  from Seller of said destruction or damage.   Seller,
     however,  shall  have  the right to  adjust  or  settle  any
     insured  loss  until  (i)  all contingencies  set  forth  in
     Paragraph 6 hereof have been satisfied, or waived; and  (ii)
     any  period provided for above in this Subparagraph 17a  for
     Buyer  to  elect to terminate this Agreement has expired  or
     Buyer has, by written notice to Seller, waived Buyer's right
     to terminate this Agreement.  If Buyer elects to proceed and
     to   consummate   the  purchase  despite  said   damage   or
     destruction, there shall be no reduction in or abatement  of
     the  purchase  price, and Seller shall assign to  Buyer  the
     Seller's  right, title, and interest in and to all insurance
     proceeds  resulting from said damage or destruction  to  the
     extent  that the same are payable with respect to damage  to
     the Property.

     If  the cost of repair is less than $20,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in  and  to  all  insurance  proceeds  in  relation  to  the
     Property.

     (b) If, prior to closing, the Property, or any part thereof,
     is  taken (other than as disclosed in writing to Buyer prior
     to  the  date  of  this Agreement) by eminent  domain,  this
     Agreement shall become null and void, at Buyer's option.  If
     Buyer  elects  to  proceed  and to consummate  the  purchase
     despite  said  taking, there shall be no  reduction  in,  or
     abatement of, the purchase price, and Seller shall assign to
     Buyer all the Seller's right, title, and interest in and  to
     any   award  made,  or  to  be  made,  in  the  condemnation
     proceeding in relation to the Property.

      In the event that this Agreement is terminated by Buyer  as
provided above in Subparagraph 17(a) or 17(b), the First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof).

18.  SELLER'S AND BUYER'S BROKERS.  The Seller is not represented
by  a  broker  in  this  transaction.   Any  real  estate  broker
commission  earned by a broker enlisted by the  Buyer,  including
but  not limited to Dave Phillips with Eagle-Phillips Associates,
LLC,  an  ERA  Real Estate Service, is to be paid solely  by  the
Buyer.   Both parties represent and warrant that no other  broker
has  been  involved on behalf of the warranting party,  and  both
parties  agree to indemnify the other and hold harmless from  any
claim through or on behalf of such other party.

19.  CANCELLATION.  If any party elects to cancel  this  Contract
because  of  any breach by another party, the party  electing  to
cancel  shall  deliver  to escrow agent a notice  containing  the
address  of  the party in breach and stating that  this  Contract
shall  be  canceled  unless the breach is cured  within  13  days
following the delivery of the notice to the escrow agent.  Within
three  days after receipt of such notice, the escrow agent  shall
send  it  by  United States Mail to the party in  breach  at  the
address  contained in the Notice and no further notice  shall  be
required.   If  the  breach  is not  cured  within  the  13  days
following  the delivery of the notice to the escrow  agent,  this
Contract shall be canceled.

20. CONTINGENCIES.

It  is  a  contingency to Seller's obligation to close that  this
transaction must be completed simultaneously with the closing  of
the sale of the following Jem Care properties by Seller to Buyer:

     1.   5900 Matlock Avenue, Arlington, TX
     2.   1951 E Arkansas Lane, Arlington, TX
     3.   6157 Silver Sage Drive, Haltom City, TX

If  Buyer shall default under any of the Purchase Agreements  for
the aforementioned sites, said uncured default shall constitute a
default by Buyer hereunder.  Termination by Buyer of any  of  the
aforementioned  Purchase  Agreements, including  this  Agreement,
shall be an effective termination of all of the Agreements.

21. MISCELLANEOUS.

     (a)  This Agreement may be amended only by written agreement
     signed by both Seller and Buyer, and all waivers must be  in
     writing  and signed by the waiving party.  Time  is  of  the
     essence.   This  Agreement  will not  be  construed  for  or
     against  a party whether or not that party has drafted  this
     Agreement.  If there is any action or proceeding between the
     parties relating to this Agreement the prevailing party will
     be  entitled to recover attorney's fees and costs.  This  is
     an  integrated  agreement containing all agreements  of  the
     parties  about the Property and the other matters described,
     and  it  supersedes any other agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.

     (b)  If  this  escrow  has not closed through  no  fault  of
     Seller,  by  the thirtieth day after the completion  of  the
     Inspection and Feasibility Study, Seller may either, at  its
     election,  extend  the  closing date,  exercise  any  remedy
     available  to  it  by  law, including  but  not  limited  to
     terminating this Agreement.

     (c)  FUNDS TO BE DEPOSITED OR PAID BY BUYER WILL BE GOOD AND
     CLEAR  FUNDS IN THE FORM OF CASH, CASHIER'S CHECKS  OR  WIRE
     TRANSFERS.

     (d)  All  notices from either of the parties hereto  to  the
     other  shall be in writing and shall be considered  to  have
     been  duly  given or served if sent by first class certified
     mail,  return receipt requested, postage prepaid,  or  by  a
     nationally recognized courier service guaranteeing overnight
     delivery to the party at his or its address set forth below,
     or  to  such  other  address  as such  party  may  hereafter
     designate by written notice to the other party.


     If to Seller:

          Attention:  Brian Schulz
                      AEI Real Estate Fund XV Limited Partnership
                      1300 Minnesota World Trade Center
                      30 E. 7th Street
                      St. Paul, MN  55101-4901

     If to Buyer:

          Attention:  Joe McCombs
                      Jem Care, Inc.
                      712 North Main
                      Keller, TX 76248

     (e) Buyer may freely assign his rights and obligations under
this  Agreement  to a third party controlled by  Buyer,  provided
however,   Buyer  shall  not  be  relieved  of  his   obligations
hereunder.

When  accepted, this offer will be a binding agreement for  valid
and  sufficient consideration which will bind and benefit  Buyer,
Seller  and  their respective successors and assigns.   Buyer  is
submitting  this  offer  by signing a  copy  of  this  offer  and
delivering  it to Seller along with the Option Consideration  and
delivering  a  copy of this Agreement signed  by  Buyer  and  the
$1,000.00  First Payment to Escrowee; Escrowee shall  sign  below
acknowledging receipt of this Agreement signed by Buyer  and  the
First  Payment, which will be deposited in to escrow by Escrowee.
Seller  has five (5) business days after receipt of the  executed
offer, Option Consideration, and acknowledgment of receipt of the
First  Payment by Escrowee within which to accept this  offer  by
fully  executing this contract and giving both Buyer and Escrowee
written notice thereof; if not accepted by Seller, Escrowee shall
immediately  return  the First Payment to  Buyer  and  shall  not
require any releases by the Seller.  /s/ JM /s/ PK

IN  WITNESS  WHEREOF,  the Seller and Buyer  have  executed  this
Agreement effective as of the day and year above first written.

BUYER:

     Jem Care, Inc.

     By: __/s/__Joe McCombs______________

        Its:  President (Title)

SELLER:

      AEI  Real  Estate Fund XV Limited Partnership,  a  Delaware
limited partnership

      By:   AEI Fund Management 86-A, Inc., its corporate general
            partner, a Minnesota corporation

      By: __/s/_Patrick W. Keene_____________
                Patrick Keene, Chief Financial Officer






ESCROWEE:

      The  Title Company hereby acknowledges receipt of  a  fully
executed copy of this Agreement and the First Payment referred to
in the Agreement on ________________, 2003, and agrees to accept,
hold,  deliver and disburse the First Payment and Second Payment,
together  with all interest accrued thereon and received  by  the
Title  Company,  strictly  in  accordance  with  the  terms   and
provisions  of this Agreement.  In performing any of  its  duties
hereunder,  the  Title Company shall not incur any  liability  to
anyone   for   any  damages,  losses  or  expenses,  except   for
negligence,  willful  default or breach of trust,  and  it  shall
accordingly  not  incur any liability with  respect  (i)  to  any
action taken or omitted in good faith upon advice of its counsel,
or  (ii)  to  any  action taken or omitted in reliance  upon  any
instrument, including any written notice or instruction  provided
for  in this Agreement, not only as to its due execution and  the
validity and effectiveness of its provisions, but also as to  the
truth  and  accuracy of any information contained therein,  which
the  Title Company shall in good faith believe to be genuine,  to
have  been signed or presented by a proper person or persons  and
to  conform  with the provisions of this Agreement.   Seller  and
Buyer  hereby  agree  to indemnify and hold  harmless  the  Title
Company  against any and all losses, claims, damages, liabilities
and  expenses, imposed upon the Title Company or incurred by  the
Title   Company  in  connection  with  its  acceptance   or   the
performance  of  its duties hereunder, including  any  litigation
arising  from  this  Agreement or involving  the  subject  matter
hereof,  unless  such  losses, claims, damages,  liabilities  and
expenses arise out of Title Company's negligence, willful default
or breach of trust.  In the event of a dispute between Seller and
Buyer  sufficient  in  the discretion of  the  Title  Company  to
justify  its  doing so, the Title Company shall  be  entitled  to
tender into the registry of the District Court of Tarrant County,
Texas,  all  money or property in its hands under this Agreement,
together  with such legal pleadings as it deems appropriate,  and
thereupon  be discharged from all further duties and  liabilities
under this Agreement.  Seller and Buyer shall bear all costs  and
expenses of such legal proceedings.



Fidelity National Title Insurance Company


By: ___/s/_Marti Robertson_______

Its:  ____Escrow Officer________













                           Exhibit "A"

                        Legal Description
                     6157 Silver Sage Drive
                         Haltom City, TX


Lot  3a, Block 1, Fossil Beach Addition, an Addition in the  City
of  Haltom  City, Tarrant County, Texas, situated in  the  I.  N.
Stapp  Survey #1422, According to Revised Plan recorded in Volume
388-195, Page 32, Plat Records, Tarrant County, Texas.