ASSIGNMENT OF PURCHASE AGREEMENT

      THIS ASSIGNMENT made and entered into this 12th day of
November 2003, by and between AEI FUND MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI INCOME &  GROWTH
FUND   24   LLC,   a  Delaware  limited  liability   company
("Assignee");

     WITNESSETH, that:

     WHEREAS, as executed by Specialty Restaurant Group, LLC
and  notarized on October 28, 2003 and AEI Fund  Management,
Inc.  and  notarized on November 6, 2003,  Assignor  entered
into  a  Purchase  Agreement, and as may be further  amended
("the Agreement") for that certain property located at  2318
North  Salisbury  Boulevard, Salisbury, MD (the  "Property")
with Specialty Restaurant Group, LLC, as Seller; and

      WHEREAS,  Assignor desires to assign an undivided  one
hundred  percent (100.0%) of its rights, title and  interest
in,  to  and  under the Agreement to Assignee 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.

AEI FUND MANAGEMENT, INC.
("Assignor")

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

AEI INCOME & GROWTH FUND 24 LLC ("Assignee")

BY: AEI FUND MANAGEMENT XXI, INC.

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




                     PURCHASE AGREEMENT


                     Salisbury, Maryland


      This Purchase Agreement (the "Agreement") entered into
and  effective as of the    day   of  October 2003,  by  and
between  Specialty Restaurant Group, LLC (the "Seller")  and
AEI  Fund Management, Inc., a Minnesota corporation, or  its
assigns (the "Buyer").

1.    Property.  Seller holds an undivided 100% interest  in
the   fee  title  to  that  certain  real  property  legally
described  in  the  attached  Exhibit  "A"  (the  "Parcel").
Seller  wishes  to  sell and Buyer wishes  to  purchase  the
Parcel and all improvements thereon (the "Improvements")  on
the  Parcel  (the Parcel and the Improvements  collectively,
the "Property").

2.   Closing Date.  The closing date on the Buyer's purchase
of  the Property (the "Closing Date"). shall be the date  on
which  the Seller shall have sold substantially all  of  its
"Tia's  Tex and Mex" restaurants to Tia's Restaurant,  Inc.,
pursuant  to  the  terms  of  that  certain  Asset  Purchase
Agreement  (the  "Asset  Purchase Agreement")  dated  as  of
October  10,  2003  entered  into  by  and  among  Specialty
Restaurant Group, LLC and SRG-1, LLC, as Sellers thereunder,
and Tia's Restaurant, Inc. as Buyer thereunder.

3.   Purchase Price.  The purchase price for the Property is
$2,000,000  (the  "Purchase  Price").    If  all  conditions
precedent  to  Buyer's  obligations to  purchase  have  been
satisfied,  Buyer  shall  deposit the  Purchase  Price  with
Lawyer's Title Insurance Company (the "Closing Agent") on or
before the Closing Date.

     Within five (5) business days of full execution of this
Agreement,  Buyer will deposit $ 0 (the "Earnest Money")  in
an escrow account with the Closing Agent.  The Earnest Money
will be credited against the Purchase Price paid by Buyer at
closing  when  and  if  the transaction contemplated  herein
closes and the sale is completed.

     The balance of the Purchase Price, $2,000,000, is to be
deposited  by Buyer into an escrow account with the  Closing
Agent on or before the Closing Date.

4.    Escrow.   Escrow shall be opened by  Seller  with  the
Closing  Agent upon execution of this Agreement. A  copy  of
this  Agreement  will be delivered to the Closing  Agent  by
Seller  and will serve as escrow instructions together  with
any  additional instructions required by Seller and/or Buyer
or  their  respective counsels.  Seller and Buyer  agree  to
cooperate  with  the Closing Agent and sign  any  additional
instructions,  agreements  or  indemnifications   reasonably
required by the Closing Agent to open or close escrow.

5.    Title.   Buyer shall obtain a commitment for  an  ALTA
Owner's  Policy  of Title Insurance (ALTA owner-most  recent
edition)  issued by a nationally recognized title  insurance
company  acceptable to Buyer (the "Title Company"), insuring
marketable  title  in  the Property, subject  only  to  such
matters  as  Buyer may approve and contain such endorsements
as  Buyer  may  require,  including  extended  coverage  and
owner's  comprehensive  coverage (the  "Title  Commitment").
The  Title  Commitment shall show Seller as the present  fee
owner of the Property and show Buyer as the fee owner to  be
insured.   The  Title  Commitment  shall  also  include   an
itemization   of   all  outstanding  and   pending   special
assessments  and  an  itemization  of  taxes  affecting  the
Property and the tax year to which they relate, shall  state
whether  taxes  are  current and if not,  show  the  amounts
unpaid,  the  tax parcel identification numbers and  whether
the tax parcel includes property other than the Property  to
be  purchased.   All easements, restrictions, documents  and
other items affecting title shall be listed in Schedule  "B"
of the Title Commitment.  Copies of all instruments creating
such exceptions must be attached to the Title Commitment.

      Buyer  shall be allowed Five (5) business  days  after
receipt of the Title Commitment and copies of all underlying
documents  or  until  the  end of  the  Contingency  Period,
whichever  is  later  to  be consistent  with  Article  6.01
hereof,  for  examination and the making of  any  objections
thereto,  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 such 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
obtain  insurable title within said thirty (30) day  period,
this  Agreement  shall be null and void and  of  no  further
force and effect and the Earnest Money shall be returned  in
full  to Buyer immediately and neither party shall have  any
further duties or obligations to the other hereunder.

      The  Buyer shall also have Five (5) business  days  to
review  and  approve  any easement, lien,  hypothecation  or
other  encumbrance placed of record affecting  the  Property
after  the  date of the Title Commitment. If necessary,  the
Closing  Date  shall  be  extended by  the  number  of  days
necessary  for the Buyer to have Five (5) business  days  to
review  any  such items.  Such Five (5) business day  review
period shall commence on the date the Buyer is provided with
a  legible copy of the instrument creating such exception to
title.   The Seller agrees to inform the Buyer of  any  item
executed  by  the  Seller  placed of  record  affecting  the
Property  after  the date of the Title Commitment.   If  any
objections  are so made, the Seller shall be allowed  thirty
(30)  days to cure such 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  obtain
insurable  title  within said thirty (30) day  period,  this
Agreement shall be null and void and of no further force and
effect  and the Earnest Money shall be returned in  full  to
Buyer  immediately and neither party shall have any  further
duties or obligations to the other hereunder.

6.   Due Diligence and Contingency Period.

6.01 Due  Diligence Documents and Contingency Period.  Buyer
     shall have until the end of the business day on October
     8,  2003 (the "Contingency Period") to obtain such  Due
     Diligence Documents it may desire and to conduct all of
     its  inspections, due diligence and review  to  satisfy
     itself  regarding  each  item, the  Property  and  this
     transaction.

     After receipt and review of the Due Diligence Documents
or  after  Buyer's  inspection of the  Property,  Buyer  may
cancel  this Agreement for any reason in its sole discretion
by   delivering   a  cancellation  notice,  return   receipt
requested, to Seller and Closing Agent prior to the  end  of
the  Contingency  Period, in which event the  Earnest  Money
shall  be returned in full to Buyer immediately and  neither
party  shall have any further duties or obligations  to  the
other hereunder.  Such notice shall be deemed effective upon
receipt by Seller.

     6.02  Form of Closing Documents.  Prior to the  end  of
the  Contingency Period, Seller and Buyer shall agree on the
form of the following documents to be delivered to Buyer  on
the Closing Date by Seller as set forth in this document:

          (a)  General warranty deed;

          (b)  Seller's  Affidavit for the  benefit  of  the
               Title  Company,  in form sufficient  for  the
               Title Company to insure title to the Property
               in  the  form required under Article 12(a)(4)
               hereof, with so called "gap" coverage;

          (c)  FIRPTA Affidavit; and

In  the  event  that Seller and Buyer do  not  reach  mutual
agreement  on the form of the above described documents  (a)
through (d) prior to the end of the Contingency Period, this
Agreement  may be terminated by either Seller  or  Buyer  by
such party notifying the other of such election to terminate
on  or prior to the expiration of the Contingency Period, in
which  event the Earnest Money shall be returned in full  to
the  Buyer  immediately and neither  party  shall  have  any
further duties or obligations to the other hereunder.

       It   shall  be  a  condition  precedent  to   Buyer's
obligations  to  close hereunder that  there  have  been  no
material changes in any of the information reflected in  the
Due  Diligence Documents after the date of such document and
prior to closing.

      Until this Agreement is terminated or the Closing  has
occurred,  the  Seller  shall  deliver  to  the  Buyer   any
documentation  that  comes in the Seller's  possession  that
modifies any of the Due Diligence Documents or could  render
any  of  the  Due Diligence Documents materially inaccurate,
incomplete or invalid.  The Buyer shall, in any event,  have
five (5) business days before the Closing Date to review any
such  document and, if necessary, the Closing Date shall  be
extended  by the number of days necessary for the  Buyer  to
have  five (5) business days to review any such document  or
documents.

7.    Closing  Costs.   Closing  costs  shall  be  allocated
between  the  parties  as set forth in  the  Asset  Purchase
Agreement.

8.    Real  Estate Taxes and Assessments.  Seller represents
to  Buyer that to the best of its knowledge, all real estate
taxes  and  installments  of  special  assessments  due  and
payable  on or before the Closing Date have been or will  be
paid  in  full  as  of the Closing Date.  It  is  understood
between  Seller and Buyer that all unpaid levied and pending
special assessments are paid by the Seller and shall be  the
responsibility of the Seller.

     9.    Prorations. The Buyer and the Seller, as  of  the
Closing Date, shall prorate the following items as set forth
in  the  Asset  Purchase Agreement: (ii) ad  valorem  taxes,
personal  property  taxes, charges or assignments  affecting
the  Property  (on  a  calendar year basis),  (iii)  utility
charges, including charges for water, gas, electricity,  and
sewer,  if any, (iv) other expenses relating to the Property
which  have  accrued but not paid as of  the  Closing  Date,
based upon the most current ascertainable tax bill and other
relevant billing information, including any charges  arising
under  any  of  the  encumbrances to the Property.   To  the
extent  that  information  for any  such  proration  is  not
available  on  the Closing Date or if the actual  amount  of
such taxes, charges or expenses differs from the amount used
in  the  prorations at closing, then the parties shall  make
any  adjustments necessary so that the prorations at closing
are  adjusted  based upon the actual amount of  such  taxes,
charges  or  expenses.   The  parties  agree  to  make  such
reprorations as soon as possible after the actual amount  of
real  estate taxes, charges or expenses prorated at  closing
becomes available.

10.    Seller's  Representations  and  Warranties.    Seller
represents and warrants as of this date and to the  best  of
Seller's knowledge after due inquiry that:

          (a)  Except for this Agreement it is not aware  of
               any  other agreements or leases with  respect
               to  the  Property, other than  those  matters
               that are disclosed in the title commitment to
               be obtained by the Buyer;

          (b)  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 hereunder, or  shall
               obtain the same by the Closing Date;

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

          (d)  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;

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

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

          (g)  Seller  has  received no written notice  that
               the  use and operation of the Property is not
               in material compliance with applicable local,
               state    and    federal   laws,   ordinances,
               regulations and requirements;

          (h)  Seller  has not received written notice  that
               the Property currently is in violation of any
               federal,  state  or local law,  ordinance  or
               regulations relating to industrial hygiene or
               to the environmental conditions, on, under or
               about   the  Property,  including,  but   not
               limited  to, soil and groundwater conditions.
               Seller  has not received written notice  that
               there  is any existing proceeding or  inquiry
               by any governmental authority with respect to
               the  presence of hazardous materials  on  the
               Property   or  the  migration  of   hazardous
               materials from or to other property; and

          (i)  These Seller's representations and warranties
               shall be deemed to be true and correct as  of
               the   Closing  Date  and  shall  survive  the
               closing.

11.    Buyer's   Representations  and   Warranties.    Buyer
represents and warrants to Seller that:

          (a)  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 hereunder;

          (b)  To  Buyer's knowledge, neither the  execution
               and   delivery  of  this  Agreement  nor  the
               consummation  of the transaction contemplated
               hereunder will violate or be in conflict with
               any agreement or instrument to which Buyer is
               a party or by which Buyer is bound; and

          (c)  These  Buyer's representations and warranties
               deemed  to  be  true and correct  as  of  the
               Closing Date and shall survive the closing.

12.  Closing.

          (a)  Three  (3)  days prior to the  Closing  Date,
               with  simultaneous copy to Buyer, Seller will
               deposit  into  escrow with the Closing  Agent
               the  following  documents on  or  before  the
               Closing   Date  (collectively,  the  "Closing
               Documents"):

               (1)  A   general   warranty  deed   conveying
                    insurable  title  to  the  Property   to
                    Buyer,  in form and substance as  agreed
                    to  between Seller and Buyer during  the
                    Contingency Period;

                (2) Affidavit   of  Seller,  in   form   and
                    substance as provided in Article 6.02(b)
                    hereof;

               (3)  FIRPTA  Affidavit, in form and substance
                    as  agreed  to between Seller and  Buyer
                    during the Contingency Period;

               (4)  Assignments  of all warranties,  if  any
                    (and   the  written  consents   of   the
                    assignments thereof by the party  giving
                    the  warranty, if available),  from  the
                    party   or   parties  constructing   the
                    Improvements on the Property.

               (5)  Copy    of   the   final   unconditional
                    Certificate   of   Occupancy   for   the
                    Property  authorizing  use and occupancy
                    of the Property;

               (6)  Copies  of  any  and  all  certificates,
                    permits,     licenses     and      other
                    authorizations of any governmental  body
                    or  authority  which  are  necessary  to
                    permit  the  use  and occupancy  of  the
                    Improvements.

          (b)  On  or  before the Closing Date,  Buyer  will
               deposit   the  Purchase  Price,  subject   to
               adjustment as provided herein (the  "Escrowed
               Purchase Price"), with the Closing Agent;

          (c)  Both  parties  will sign and deliver  to  the
               Closing  Agent any other documents reasonably
               required  by  the  Closing Agent  and/or  the
               Title  Company., which shall include, without
               limitation,  a  closing  statement  for  this
               transaction (the "Closing Statement");

          (d)  On  the  Closing  Date,  Closing  Agent  will
               deliver  the Closing Documents to Buyer,  and
               Closing   Agent  will  deliver  the  Escrowed
               Purchase  Price, less amounts to be  remitted
               by  Closing Agent as provided in the  Closing
               Statement, to Seller.

13.  Termination.  This Agreement may be terminated prior to
closing at Buyer's option (and the Earnest Money returned to
Buyer  in  full  immediately) in the event  of  any  of  the
following occurrences:

          (a)  Seller fails to materially comply with any of
               the terms hereof, or this Agreement proves to
               be  untrue, substantially false or misleading
               in  any  material respect as of  the  Closing
               Date;

          (b)  There  has been a material adverse change  in
               the  financial  condition of  Seller  or  the
               proposed  tenant  of the  Property  or  there
               shall   be   a  material  action,   suit   or
               proceeding  pending  or  threatened   against
               Seller,   which,   in   either   such   case,
               materially  and  adversely  affects  Seller's
               ability to perform under this Agreement;

          (c)  Any  bankruptcy, reorganization,  insolvency,
               withdrawal,   or   similar   proceeding    is
               instituted by or against Seller;

          (d)  Seller  shall  be  dissolved,  liquidated  or
               wound up; and

           (e) Notice  given by Buyer pursuant to any  right
               of termination herein.

     In the event of termination as described above, neither
party  shall have any further duties or obligations  to  the
other hereunder.

14.    Damages,  Destruction  and  Eminent  Domain.   Seller
acknowledges  that, as of the Closing Date, Buyer  shall  be
leasing  the Property to Tia's Maryland, LLC (the "Lessee"),
pursuant to the terms of a certain Net Lease Agreement being
entered  into  between Buyer (or an affiliate  thereof)  and
Lessee  (the "Lease").  If, prior to the Closing  Date,  the
Property,  or  any  part  thereof, should  be  destroyed  or
further damaged by fire, the elements, or any cause, due  to
events  occurring subsequent to the date of this  Agreement,
which destruction or damage delays commencement of the Lease
beyond  the Closing Date or delays payment of rent by Lessee
under  the  Lease or renders the Lease invalid  (unless  any
such delay or invalidation of the Lease is waived in writing
by  Lessee), this Agreement shall become null and  void,  at
Buyer's option, exercised by written notice to Seller within
ten  (10)  business  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 (a) all contingencies hereof  have  been
satisfied, or waived; and (b) any period provided for  above
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 form said damage or destruction  to  the
extent  that the same are payable with respect to damage  to
the Property, subject to rights of the Lessee.

     If prior to closing, the Property, or any part thereof,
is taken by eminent domain, which taking delays commencement
of  the  Lease beyond the Closing Date or delays payment  of
rent  by  the  Lessee under the Lease or renders  the  Lease
invalid (unless any such delay or invalidation of the  Lease
is waived in writing by Lessee), 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, subject  to
the rights of the Lessee.

     In the event that this Agreement is terminated by Buyer
as  provided  above, the Earnest Money shall be returned  to
Buyer immediately after execution by Buyer of such documents
reasonably  requested by Seller to evidence the  termination
hereof.   In  the  event of termination as described  above,
neither  party shall have any further duties or  obligations
to the other hereunder.

15.  Notices.  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:

     Specialty Restaurant Group, LLC
     150 West Church Avenue
     Maryville, TN  37801

     With copy to:

     J. Christopher Kirk, Esq.
     McCampbell & Young, PC
     PO Box 550
     Knoxville, TN 37901



If to Buyer:
          AEI Fund Management, Inc.
          1300 Minnesota World Trade Center
          30 E. 7th Street
          St. Paul, Minnesota 55101
          Phone No.: (612) 227-7333

      Notice shall be deemed received 48 hours after  proper
deposit in U.S. Mail, or 24 hours after proper deposit  with
a  nationally recognized overnight courier.  Copies  of  all
notices  from  Buyer  or  Seller to the  other  party  shall
simultaneously  be  sent to Lessee at the  address  provided
above.

16.  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    agreement    or
               understandings.   Exhibits attached  to  this
               Agreement   are   incorporated   into    this
               Agreement.

          b.   If  the  transaction  contemplated  hereunder
               does not close by the Closing Date or if  the
               Asset  Purchase Agreement fails to  close  by
               the  Closing  Date or if any of  the  related
               real property transactions fails to close  by
               the   Closing   Date  this  agreement   shall
               terminate  and  the Earnest  Money  shall  be
               returned to the Buyer.

          c.   This  Agreement shall be assignable by Buyer,
               at  its option, in whole or in part, in  such
               manner   as  Buyer  may  determine,   to   an
               affiliate of affiliates of Buyer.

          d.   The  Buyer  and  Seller each warrant  to  the
               other   that   there  is  no  claim   for   a
               commission, except in as much as  Seller  may
               be paying Houlihan, Lokey, Howard and Zukin a
               fee  with regard to Seller's transaction with
               Maplewood Management, Inc..

      Buyer  is submitting this offer by signing a  copy  of
this Agreement and delivering it to Seller. Seller has until
November  5, 2003 within which time to accept this offer  by
signing and returning this Agreement to Buyer. When executed
by  both parties, this Agreement will be a binding agreement
for  valid and sufficient consideration which will bind  and
benefit  Seller, Buyer and their respective  successors  and
assigns.

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


SELLER:

     Specialty Restaurant Group, LLC

     By: /s/ James H CarMichael
             James H CarMichael, President




STATE OF TN)
                  ) ss.
COUNTY OF Blount)

      On  this  28  day  of October, 2003,  before  me,  the
undersigned,  a  Notary  Public  in  and  for  said   State,
personally appeared James H CarMichael, personally known  to
me  to  be the person who executed the within instrument  as
the President of Speciality Restaurant Group LLC, a Delaware
limited  liability  company,   on  behalf  of  said  limited
liability company.
                              /s/ Tamatha S Duncan
                                   Notary Public

BUYER:

AEI FUND MANAGEMENT, INC.

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

STATE OF MINNESOTA)
                      ) ss.
COUNTY OF RAMSEY   )

      On  this  6  day  of November, 2003,  before  me,  the
undersigned,  a  Notary  Public  in  and  for  said   State,
personally Robert  P. Johnson, personally known to me to  be
the  person  who  executed  the  within  instrument  as  the
President   of  AEI  Fund  Management,  Inc.,  a   Minnesota
corporation, on behalf of said corporation.


                              /s/ Michael B Daugherty
                                    Notary Public

[notary seal]


                         EXHIBIT "A"

                      LEGAL DESCRIPTION


BEING  KNOWN  AND DESIGNATED as all that property  shown  as
Parcels  Numbered Eight (8) and Nine (9)  as  shown  on  the
Subdivision    Plat    for   Salisbury-Springhill    Limited
Partnership,  situate  in  the City  of  Salisbury,  Parsons
Election District, Wicomico County, the aforesaid Plat being
prepared  by  Peter E Lowenstein & Associates,  Inc.,  dated
January,  1991,  revised May, 1993, and recorded  among  the
Land  Records  of Wicomico county, Maryland in Plat  Cabinet
M.S.B.  No. 8, folio 75-298 through 75-300 and 76-301 throgh
76-303, inclusive.

TOGETHER  WITH  AND  SUBJECT TO  the easements,  rights  and
benefits  contained in that certain Construction,  Operation
and  Reciprocal Easement Agreement dated August 15, 1995 and
recorded among the Land Records of Wicomico County in  Liber
1450, folio 480.

The  Easement  Parcel being more particularly  described  as
follows:

Parcel  1, Parcel 4 through 6, inclusive, Parcels B  through
F,   inclusive,  all  as  more  particularly  described  and
depicted  on  that  certain  Plat  of  Subdivision  entitled
"Subdivision    Plat   for   Salisbury-Springhill    Limited
Partnership"  prepared by Peter E Lowenstein  &  Associates,
Inc.,  dated  January  1991,  last  revised  May,  1993  and
recorded among the Land Records of Wicomico County, Maryland
in Plat Cabinet MSB No. 8, folio 75-298.

BEING  the same property described in a Deed dated  November
16,  2000  and recorded among the Land Records  of  Wicomico
County  in Liber 1782, folio 735 from Ruby Tuesday, Inc.,  a
Georgia  corporation,  successor  by  name  change  to  Ruby
Tuesday (Georgia), Inc., a Georgia corporation, successor by
merger   to   Morrison   Restaurants,   Inc.,   a   Delaware
corporation.