ASSIGNMENT
                               OF
              COMMERCIAL PURCHASE AND SALE CONTRACT

      THIS  ASSIGNMENT  made and entered into this  16th  day  of
January,  2006,  by  and  between AEI FUND  MANAGEMENT,  INC.,  a
Minnesota  corporation, ("Assignor") and AEI NET LEASE  INCOME  &
GROWTH   FUND  XIX  LIMITED  PARTNERSHIP,  a  Minnesota   limited
partnership.

     WITNESSETH, that:

     WHEREAS, on the 16th day of November, 2005, Assignor entered
into a Commercial Purchase and Sale Contract (referred to as  the
"Agreement")  for that certain property located at 621  South  77
Sunshine  Strip,  Harlingen, Texas (the "Property")  with  Meyer-
Lamph  Development Group, Ltd., a Texas limited  partnership,  as
Seller; and

      WHEREAS, Assignor desires to assign to AEI Net Lease Income
&  Growth  Fund  XIX  Limited  Partnership  ("Assignee")  all  of
Assignor's  rights,  title and interest  in,  to  and  under  the
Agreement  regarding the Property and Assignee desires to  assume
all of Assignor's rights, title and interest in, to and under the
Agreement regarding the Property as hereinafter provided

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

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

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

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

ASSIGNOR:

AEI FUND MANAGEMENT, INC.,
a Minnesota corporation

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


         [SIGNATURES TO CONTINUE ON THE FOLLOWING PAGE]
ASSIGNEE:

AEI Net Lease Income & Growth Fund XIX Limited Partnership,
a Minnesota limited partnership

By:  AEI Fund Management XIX, Inc.,
     a Minnesota corporation, its General Partner


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



              COMMERCIAL PURCHASE AND SALE CONTRACT

                       Advance Auto Parts


This  Purchase  and Sale Contract ("Agreement") is  entered  into
this  16th day of November, 2005, between MEYER-LAMPH DEVELOPMENT
GROUP,      LTD.,      a      Texas     Limited      Partnership,
(hereinafter  referred to as "Seller") and AEI  FUND  MANAGEMENT,
INC.,  a  Minnesota corporation, or its assigns  ("Buyer").   The
date  on  which the last party hereto executes this Agreement  is
hereafter referred to as the "Effective Date".


Seller is the owner of that certain real property, and
improvements thereon, referred to as   Advance Auto
Parts generally located at 621 South 77 Sunshine Strip in the
City of Harlingen, County of Cameron, State of Texas, and more
particularly described on Exhibit "A" attached hereto and
incorporated herein (the "Property").

The  Property  shall  also  include  Seller's  interests  in  the
  following items:

 1.  Any and all privileges and appurtenances pertaining to the
     Property, including any right, title and interest of Seller in or
     to adjacent streets, easements, alleys or right(s)-of-way;

 2.  Any  and  all  trade  names used in  connection  with  the
     Property;

 3.  All personal property utilized by Seller in the operation of
     the Property that is currently located on the Property;

 4.  All of Seller's interest in and rights and obligations under
     the Lease dated January  28, 2005, by and between Seller and
     Advance Stores Company, Incorporated, a Virginia corporation (the
     "Tenant"), providing for the use and occupancy of the Property
     (the "Lease"), and all rents prepaid for any period subsequent to
     the Closing date (defined below); and

 5.  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  Property;  (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 Property, 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).

Save and Except; any Oil, Gas, and other Minerals which have  not
been previously reserved.  Said Oil, Gas, and other Minerals,  if
any, will be reserved by Seller.

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).


                      TERMS AND CONDITIONS

For  the  mutual  covenants contained in this  Agreement,  Seller
agrees  to  convey  the Property to Buyer, and  Buyer  agrees  to
purchase  the  Property from Seller, on the following  terms  and
conditions:

1)   PURCHASE  PRICE:  The total purchase price for the  Property
     is One Million, Five Hundred Sixty One Thousand, Nine Hundred
     Dollars ($1,561,900) (the "Purchase Price").

2)   EARNEST  MONEY DEPOSIT: Within two (2) business  days  after
     the  Effective  Date of this Agreement, Buyer shall  deposit
     $25,000.00  (the  "Earnest Money") in  an  interest  bearing
     account  with  First American Title Insurance Company,  1900
     Midwest  Plaza,  801  Nicollet Mall, Minneapolis,  Minnesota
     55402  (the "Closing Agent") in its capacity as escrow agent
     in  one  or more fully insured accounts of Federally insured
     banking or savings institution(s), pursuant to the terms  of
     this Agreement.

     If this Agreement is timely terminated pursuant to any right
     contained  herein,  the Earnest Money shall  be  immediately
     returned  to  Buyer.   With the removal of the contingencies
     set forth in Paragraph(s) 4 and 8 hereof, or any other right
     of  termination  herein  reserved  to  Buyer,  and  if  this
     Agreement  is  not  terminated prior to  expiration  of  the
     Feasibility  Period (as defined below), Buyer shall  deposit
     an  additional $25,000.00 with the Closing Agent, increasing
     the Earnest Money to $50,000.00 and the entire Earnest Money
     shall  be  non-refundable.  The entire  Earnest  Money,  any
     additions thereto and any interest earned thereon, shall  be
     credited  to  the  Purchase Price at the  Closing  Date  (as
     defined  below), unless otherwise provided herein. If  Buyer
     fails   to  timely  deliver  the  additional  Earnest  Money
     deposit,  Seller  may,  at Seller's option,  terminate  this
     Agreement  by  delivering a written  termination  notice  to
     Buyer.

     If  for any reason this Agreement is terminated prior to the
     expiration   of  the  Feasibility  Period,  or  the   Second
     Feasibility  Period (as defined below) if such occurs,  then
     the Earnest Money and any interest accrued thereon shall  be
     immediately   returned  to  Buyer.    If   the   transaction
     contemplated  hereby proceeds to Closing, the Earnest  Money
     shall be paid to Seller at Closing and Buyer shall receive a
     credit  against the Purchase Price payable hereunder in  the
     amount  of the Earnest Money plus interest accrued  thereon.
     If  the Buyer does not terminate this Agreement as set forth
     herein, or as allowed in Paragraphs 4, 8, 9, 14, 15, and  37
     hereof,  or  otherwise as expressly allowed hereunder,  then
     the  Earnest Money shall thereafter be deemed non-refundable
     (except  to  the extent any of the contingencies to  Buyer's
     performance   hereunder   (including   without   limitation,
     Seller's performance of its obligations hereunder) shall not
     be satisfied).
     Buyer has paid Seller $0.00 as independent consideration for
     Buyer's right to terminate by tendering such amount directly
     to Seller or Seller's agent.  If Buyer terminates under this
     paragraph, the deposit will be refunded to Buyer and  Seller
     will  retain the independent consideration.  The independent
     consideration  will  be credited to  the  sales  price  upon
     closing of the sale, if Buyer does not terminate within  the
     time required. In the event of termination, pursuant to  the
     terms  and rights contained herein, Buyer to return all  due
     diligence to broker within 5 calendar days.

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

3)   CLOSING DATE: Closing of this transaction shall occur within
     fifteen (15) business days following the expiration  of  the
     Feasibility  Period (as defined below),  or  to  the  extent
     additional  time is needed to review the Updated Survey  per
     Paragraph  4(B),  whichever is latter (the "Closing  Date").
     If either party fails to close by the Closing Date, the non-
     defaulting  party  may exercise the remedies  set  forth  in
     Paragraph 15.

     A.    At  closing,  Seller  will  execute  and  deliver,  at
     Seller's  expense,  a special warranty  deed,  in  form  and
     substance  as  agreed upon by Seller and  Buyer  during  the
     Feasibility  Period.  The deed must include a vendor's  lien
     if  any part of the sales price is financed.  The deed  must
     convey good and indefeasible title to the Property and  show
     no  exceptions other than those permitted under Paragraph  4
     or  any  other  provisions of the  Agreement.   Seller  must
     convey the Property at closing:

       1.   with no liens, assessments, or Uniform Commercial Code or
       other security interest against the Property which will not be
       satisfied out of the sales price, unless the Buyer is assuming
       existing loans;

       2.   without any assumed loans in default; and

       3.   with no persons in possession of any part of the Property as
       lessees, tenants at sufferance, or trespassers except tenants
       under the written leases assigned to Buyer under this Agreement.

     B.    On  or  before the Closing Date, Seller,  at  Seller's
     expense, will also deliver:

          1.   tax statements showing no delinquent taxes on the Property;

          2.   a Bill of Sale with warranties to title conveying title,
          free and clear of all liens, to any personal property defined as
          part of the Property above, or sold under this Agreement, in form
          and substance as agreed upon by Seller and Buyer during the
          Feasibility Period;

          3.   an Assignment and Assumption of Lease in the form attached
          hereto and incorporated herein as Exhibit "B" (the "Assignment
          and Assumption of Lease");

          4.   to the extent that the following items are assignable, an
          Assignment and Assumption of Warranties, Guaranties, Indemnities
          and Intangibles (the form of said Assignment and Assumption of
          Warranties, Guaranties, Indemnities and Intangibles shall be in
          the form attached hereto and incorporated herein as Exhibit "C")
          to Buyer of the following items as they relate to the Property or
          its operations:

            (a)  licenses and permits;

            (b)  maintenance, management, and other contracts;

            (c)  warranties and guaranties; and

            (d)  consent to such warranties and guaranties, in the event that
            assignment of such is prohibited.


          5.   evidence that the person executing this Agreement is legally
          capable and authorized to bind Seller; and

          6.   Owner's/Seller's Affidavit, in form and substance as agreed
          upon by Seller and Buyer during the Feasibility Period;

          7.   FIRPTA Affidavit, in form and substance as agreed upon by
          Seller and Buyer during the Feasibility Period;

          8.   Estoppel from Tenant, in form and substance as defined in
          the Lease.  Buyer must decide during the Feasibility Period if
          this form is satisfactory to Buyer.

          9.   The original Lease and any and all  documentation modifying
          the Lease, including but not limited to, assignments, amendments,
          and letter agreements;

          10.   Any notices, statements, certificates, affidavits,
          releases, and other documents required by this Agreement, the
          title commitment, or applicable law that is necessary for the
          closing of the sale and the issuance of the title policy;

          11.   an Owner's Policy of Title Insurance issued by the Title
          Company in the amount of the Sales Price dated at or after the
          Closing, insuring Buyer against all loss under the Title Policy,
          subject only to only permitted exceptions approved by Buyer
          during the Feasibility Period by Buyer pursuant to Paragraph 4;

          12.   Certificate of Insurance of Lessee naming Buyer as
          additional insured and/or loss payee, as required by the Lease;

          13.   A project cost letter, signed by Seller, itemizing in
          percentages  totaling 100%, the following costs:   land
          acquisition, building construction, and site work.



   Until  Closing, Seller will operate the Property in  the  same
   manner  as  on  the Effective Date and will  not  transfer  or
   dispose  of  any  of the personal property described  in  this
   Agreement  or  to be sold under this Agreement before  Closing
   that is not authorized by separate agreement.

     C.   On or before the Closing Date, Buyer will:

          1.   deposit the Purchase Price with the Closing Agent;

          2.   deliver evidence that the person executing this Agreement is
          legally capable and  authorized to bind Buyer;

          3.   execute and deliver any notices, statements, certificates,
          or other documents required by this Agreement, Title Company, or
          law necessary to close the sale.

     D.    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
     Lessee  and shall be the responsibility of the Lessee  under
     the Lease after the Closing Date.

     In  the event Lessee does not pay any special assessments or
     real  estate taxes that are the responsibility of the Lessee
     under  the  Lease, Seller and Buyer agreed to each  pay  its
     prorata share of said assessments or taxes as of the Closing
     Date.

     The  Buyer  and  the Seller, as of the Closing  Date,  shall
     prorate: (i) all rent due under the Lease, if any,  (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.  This provision and the respective obligations of
     the parties shall survive closing.


     E.   SALES EXPENSES:

       1.   Seller's Expenses: Seller will pay for the following costs,
       at or before closing, unless otherwise designated herein:

            a)   any and all costs associated with obtaining any releases of
                 existing liens, other than those liens assumed by Buyer,
                 including prepayment penalties and recording fees:

            b)   any and all costs associated with obtaining a release of
                 Seller's loan liability, if applicable;

c)    any  and  all  costs  associated  with  obtaining  any  tax
statements or certificates and any and all costs associated  with
bring  all real estate taxes current except those due and payable
in the year of closing and payable by Tenant under the Lease;

            d)   any and all costs associated with the preparation of the
                 Deed and any Bill of Sale as described in Paragraph 3;

            e)   any and all costs associated with obtaining the updated
                 title commitment/search and exam fee;

            f)   any and all costs associated the Owner's Title policy
                 premium;

            g)   one-half of any and all costs of any escrow fee;

            h)   one-half of any and all costs of the transfer taxes and/or
                 transfer fees;

            i)   one-half of any and all costs associated with the recording
                 of the Deed and Assignment and Assumption of Lease;

            j)   any and all costs to record any documents to cure title
                 objections that Seller must cure;

            k)   any and all costs associated with the assignment of
                 warranties and guaranties described in Paragraph 3(B)(4) or the
                 costs associated with obtaining the consent to such assignments
                 where required;

            l)   any and all costs relating to any brokerage commissions; and

            m)   any and all other expenses that Seller will pay under other
                 provisions of this Agreement.

       2.   Buyer's Expenses: Buyer will pay for the following costs, at
       or before closing:

            a)   one-half of any and all costs of the transfer taxes and/or
                 transfer fees,

            b)   one-half of any and all costs associated with the recording
                 of the Deed and Assignment and Assumption of Lease;

            c)   one-half of any and all costs of any escrow fee;

            d)   any and all costs associated with obtaining Buyer's required
                 title policy endorsements;

            e)   any and all costs of the updating and certifying the Due
                 Diligence Documents unless otherwise designated herein to be
                 paid by Seller; and

            f)   any and all other expenses that Buyer will pay under other
                 provisions of this Agreement

       Each  party  will  pay  its own attorneys'  fees  incurred
       during this transaction.

4)   TITLE AND SURVEY:

     A.    Title.   Seller shall order upon the Effective Date of
     this  Agreement,  at its sole expense, a commitment  for  an
     ALTA Owner's Policy of Title Insurance (most recent edition)
     issued  by the Closing Agent (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 that are available for a property  in
     Texas, 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:

     a)   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;

     b)    shall state whether taxes are current and if not, show the
           amounts unpaid;

     c)    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 ten (10) business days after receipt
     of  the  Title  Commitment  and  copies  of  all  underlying
     documents  or  until  the  end of  the  Feasibility  Period,
     whichever  is later to be consistent with Article 8  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).


     B.    Survey:   Within two (2) business days from receipt of
     Seller's  existing  ALTA survey, Buyer shall,  at  its  sole
     expense, order an updated as-built ALTA Survey (the "Updated
     Survey").

     Prior to the expiration of the Feasibility Period, or within
     seven  (7) business days from receipt of the Updated Survey,
     whichever occurs latter, Buyer shall specify in writing  any
     survey matters to which Buyer reasonably objects.  If  Buyer
     fails  to  object within this time period,  all  of  Buyer's
     survey  objections  shall be deemed to  be  waived  and  the
     Earnest  Money  shall  be deemed non-refundable.   If  Buyer
     objects  to any survey matter(s), Seller shall, within  five
     (5)   business   days  after  receipt  of   Buyer's   survey
     objections, deliver to Buyer written notice that either  (i)
     Seller  will,  at Seller's expense, attempt  to  remove  the
     survey  matter(s)  to  which Buyer has objected  before  the
     Closing  Date  or  (ii)  Seller is unwilling  or  unable  to
     eliminate  said  matter(s).  If Seller fails  to  so  notify
     Buyer or is unwilling or unable to remove any such matter(s)
     by the Closing Date, Buyer may either (i) elect to terminate
     this Agreement and receive back the entire Earnest Money, in
     which   event  Buyer  and  Seller  shall  have  no   further
     obligations  under  this Agreement; or, alternatively,  (ii)
     Buyer  may elect to purchase the Property hereunder  subject
     to such matter(s).

5)   NOTICES:

     A.   SPECIAL  ASSESSMENT  DISTRICTS:   If  the  Property  is
     determined to be situated within a utility district or other
     statutorily   created  district  providing   water,   sewer,
     drainage, or flood control facilities and services,  Chapter
     49  of  the  Texas Water Code requires Seller to deliver  to
     Buyer  as  part of the title documents the required  written
     notice  ("MUD  Notice")  and  Buyer  agrees  to  acknowledge
     receipt  of  the MUD Notice in writing prior to the  Closing
     Date.   The MUD Notice shall set forth the current tax rate,
     the   current   bonded  indebtedness  and   the   authorized
     indebtedness of the district, and must comply with all other
     applicable  requirements of the Texas Water  Code.   If  the
     Property  is subject to mandatory membership in  a  property
     owner's  association,  Seller  shall  notify  Buyer  of  the
     current  annual budget of the property owners'  association,
     and  the  current  authorized fees, dues and/or  assessments
     relating to the Property.  Buyer and Seller hereby agree and
     acknowledge  that  Agent shall have  no  responsibility  for
     determining  whether the Property is in any  such  district,
     nor  the  compliance  by  any party  with  the  requirements
     applicable  to such property.  If applicable, Buyer,  Seller
     and  their  respective  legal  advisors  shall  prepare  and
     execute  an appropriate Addendum to this Agreement  as  they
     deem necessary.

     B.   TIDALLY INFLUENCED PROPERTY:  If the Property abuts the
     tidally  influenced waters of the state, Section  33.135  of
     the Texas Natural Resources Code requires a notice regarding
     coastal  area  property to be included  in  this  Agreement.
     Buyer  and  Seller hereby agree and acknowledge  that  Agent
     shall  have  no responsibility for determining  whether  the
     Property   is  a  tidally  influenced  property,   nor   the
     compliance by any party with the requirements applicable  to
     such  property.   If  applicable, Buyer, Seller,  and  their
     respective  legal  advisors shall  prepare  and  execute  an
     appropriate  Addendum  to  this  Agreement  as   they   deem
     necessary.

     C.   ABSTRACT:   At  the  time  of  the  execution  of  this
     Agreement,  Buyer acknowledges that Agent  has  advised  and
     hereby  advises  Buyer, by this writing, that  Buyer  should
     have  the  abstract  covering the Property  examined  by  an
     attorney  of Buyer's own selection or that Buyer  should  be
     furnished with or obtain a policy of title insurance.

     D.  DISCLOSURE OF REAL ESTATE LICENSURE:  NONE


     E.   INTRACOASTAL  WATERWAY:  If  the  property  is  located
     seaward  of the Gulf Intracoastal Waterway, Section  61.025,
     Texas  Natural  Resources Code, requires a notice  regarding
     the  seaward location of the Property to be included as part
     of this Agreement.


     F.    MOLD/ALLERGEN  ADVISORY:   Buyer  is  advised  of  the
     possible  presence within properties of toxic (or  otherwise
     illness-causing) molds, fungi, spores, pollens and/or  other
     botanical  substances  and/or  allergens  (e.g.  dust,   pet
     dander,  insect  material, etc.).  These substances  may  be
     either  visible or invisible, may adhere to walls and  other
     accessible  and  inaccessible surfaces, may be  embedded  in
     carpets  or other fabrics, may become airborne, and  may  be
     mistaken  for  other  household substances  and  conditions.
     Exposure   carries   the  potential   of   possible   health
     consequences.  Agent strongly recommends that Buyer  contact
     the  Texas  Department of Health for further information  on
     this  topic.   Buyer  is  advised to consider  engaging  the
     services  of  an environmental or industrial  hygienist  (or
     similar, qualified professional) to inspect and test for the
     presence of harmful mold, fungi, and botanical allergens and
     substances  as part of Buyer's physical condition inspection
     of the Property, and Buyer is further advised to obtain from
     such qualified professionals information regarding the level
     of  health-related  risk involved and the  advisability  and
     feasibility   of  eradication  and  abatement.    Buyer   is
     expressly cautioned that Agent has no expertise in this area
     and  is,  therefore, incapable of conducting  any  level  of
     inspection of the Property for the possible presence of mold
     and  botanical allergens.  Buyer acknowledges that Agent has
     not  made  any  investigation,  determination,  warranty  or
     representation with respect to the possible presence of mold
     or  other  botanical allergens, and Buyer  agrees  that  the
     investigation  and  analysis of  the  foregoing  matters  is
     Buyer's  sole responsibility and that Buyer shall  not  hold
     Agent responsible therefore.

6)   MATERIAL FACTS:

     To  the best of Seller's knowledge and belief: (Check (1) or
     (2) only)

           1)  Seller is not aware of any material defects to the
     Property   except  as  stated  in  the  attached  Commercial
     Property Condition Statement.

        X  2)    Seller  is  not aware of any of  the  following,
     except as described otherwise in this Agreement:

          a)   any  subsurface: structures, pits, waste, springs,
               or improvements;

          b)   any     pending    or    threatened    litigation,
               condemnation,   or   assessment   affecting    the
               Property;

          c)   any   environmental  hazards  or  conditions  that
               affect the Property;

          d)   whether  the Property is or has been used for  the
               storage  or  disposal  of hazardous  materials  or
               toxic  waste,  a  dump site or  landfill,  or  any
               underground tanks or containers;

          e)   whether radon, asbestos insulation or fireproofing, urea-
               formaldehyde foam insulation, lead based paint, toxic mold
               (to the extent that it adversely affects the health of
               ordinary occupants), or other pollutants or contaminants
               of any nature now exist or ever existed on the Property;

          f)   whether  wetlands, as defined by federal or  state
               law or regulation, are on the Property;

          g)   whether threatened or endangered species or  their
               habitat are on the Property; and

          h)    any material physical defects in the improvements
          on the Property.

    Seller  is  aware  that Asbestos containing material  existed
     in/on   a  previously  existing  structure.  Seller   hereby
     represents  and  warranties  to Buyer  that  the  previously
     existing  structure containing said asbestos  materials  was
     removed in accordance with state and federal laws.


7)   INTENTIONALLY OMITTED.

8)   INSPECTION CONTINGENCIES:

     8.1)  DUE  DILIGENCE DOCUMENTS:  Within three  (3)  business
     days after the Effective Date, Seller will deliver to Buyer,
     at  Seller's sole expense, the following items to the extent
     that  the  items  are  in  Seller's  possession  or  readily
     available to Seller.  Seller shall notify Buyer, in writing,
     that any item not delivered is not in Seller's possession or
     readily available to Seller.

          a)   Copy of existing Phase I Environmental Report;

          b)   Copy of existing Geotechnical Soils Report;

          c)   Copies of Seller's existing Owner's Title Policy for the
            Property, with its underlying exception documents;

          d)   Copy of existing MAI appraisal;

          e)   Copy of the Lease and all of its amendments thereto,
            including but not limited to:  any amendments, memorandum of
            lease, commence agreement, assignments, letter agreements, or
            current estoppel letter and/or certificate, and Tenant's letters
            approving any items as required in the Lease, including but not
            limited to, items set forth on Exhibit "B" of the Lease;

          f)   Copy of existing ALTA Survey property (prior to construction
            of the Advance Auto Parts improvements).

          g)   Copy of existing building plans and specifications for the
            Advance Auto Parts improvements;

          h)   Copy of the Certificate of Occupancy and a copy of the
            Certificate of Substantial Completion executed by the project
            architect and/or general contractor for the improvements located
            on the Property;

          i)   Copies of any and all permits or license issued for the
            Property;

          j)   Copy of current real estate tax statements for the Property;

          k)   Copy of Tenant's existing insurance policy, or insurance
            certificate, for the Property;

          l)   Copy of any zoning information concerning the Property;


          m)   A rent accounting for the last twelve (12) months showing
            when Seller received each check from Tenant;

          n)   Proposed Special Warranty Deed; and

          o)   Copies of any and all warranties (including but not limited
            to, warranties relating to the roof, HVAC system, plumbing
            system, and electrical system)  as required in the Lease.

   (All  of  the  above-described documents (a) through  (o)  are
   hereinafter collectively the "Due Diligence Documents").


   8.2)  INSPECTIONS, STUDIES, OR ASSESSMENTS:

     a)   Buyer shall have until the end of the fifteenth (15th )
     business  day  after  the receipt of the  last  of  the  Due
     Diligence Documents, (the "Feasibility Period") to  complete
     or  to  cause  to be completed any and all site inspections,
     studies,  or  assessments  of the  Property,  including  all
     improvements   and  fixtures.   Inspections,   studies,   or
     assessments may include, but are not limited to:

       (i)  physical property inspections (for example, Updated Survey,
          structural pest control, mechanical, structural, electrical and
          plumbing inspections);

       (ii) economic feasibility studies;

       (iii)     environmental assessments (for example, soil tests, air
          sampling, and paint sampling);

       (iv) engineering studies; and

       (v)    compliance  inspections  (for  example,  compliance
          determination with zoning ordinances, restrictions, building
          codes, and statutes).

     (b)     Seller, at Seller's expense, will turn on all utilities
          necessary  for  Buyer  to  make  inspections,  studies,   or
          assessments.

     (c)  Buyer must:
               (i)   employ only trained and qualified inspectors
          and assessors;

               (ii)  notify  Seller,  in  advance,  of  when  the
          inspectors or assessors will be on the Property;

               (iii)      abide by any reasonable entry rules  or
          requirements that Seller may require;

               (iv)  not  interfere with existing  operations  or
          occupants of the Property; and

               (v)    restore   the  Property  to  its   original
          condition  if altered due to inspections,  studies,  or
          assessments  that  Buyer  completes  or  causes  to  be
          completed.

     (d)  Except for those matters that arise from the negligence
     of  Seller or Seller's agents, Buyer is responsible for  any
     claim,  liability, encumbrance, cause of action, and expense
     resulting from Buyer's inspections, studies, or assessments,
     including  any  property damage or personal  injury.   Buyer
     will  indemnify,  hold  harmless,  and  defend  Seller   and
     Seller's  agents against any claim involving  a  matter  for
     which  Buyer  is  responsible under this  paragraph.    This
     paragraph survives termination of this Agreement.

     (e)   Prior  to  the  expiration of the Feasibility  Period,
     Seller  shall  have provided to Buyer, at its sole  expense,
     any  and all closing documents as required herein, including
     but  not  limited  to the documents set forth  in  Paragraph
     3(B)(4), and the Seller and Buyer shall have agreed  on  the
     form of said closing documents.


     8.3) FEASIBILITY PERIOD AND RIGHT TO TERMINATE:

     a)   As soon as available, but in no event later than at least
     ten (10) business days prior to the Closing Date (the "Second
     Feasibility Period"), Seller shall deliver to Buyer any documents
     or  written summary of facts known to Seller that materially
     change or render incomplete, invalid, or inaccurate any of the
     Due  Diligence  Documents  (the  "Additional  Due  Diligence
     Documents").   Buyer shall have ten (10) business days to examine
     and to accept all of the Additional Due Diligence Documents.
     Upon Buyer's review, Buyer may terminate this Agreement if any of
     the Additional Due Diligence Documents are not acceptable to
     Buyer,  in  its sole discretion, by delivering a termination
     notice, as provided herein, to Seller and Closing Agent.  Such
     notice shall be deemed effective upon receipt by Seller.  If the
     Buyer so terminates this Agreement, the Earnest Money shall be
     returned in full to Buyer immediately and thereafter 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  and Additional Due Diligence Documents after  the
     date of such document and prior to closing.

     Until  this  Agreement  is terminated  or  the  Closing  has
     occurred,  Seller  shall deliver to Buyer any  documentation
     that  comes  in  Seller's possession that modifies  any  Due
     Diligence  Documents or Additional Due Diligence  Documents,
     including  the  Lease,  or could render  any  Due  Diligence
     Documents  or Additional 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
     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.

     b)   Buyer may terminate this Agreement for any reason within
     Feasibility Period by providing Seller with written notice of
     termination.  If Buyer does not terminate this Agreement on or
     before the expiration of the Feasibility Period, all matters
     shall be deemed acceptable and all such conditions satisfied
     and/or waived and the Earnest Money shall be non-refundable to
     Buyer  and Closing Agent shall release the Earnest Money  to
     Seller, except: in the event of Seller's default, based upon
     receipt  of materially adverse information as set  forth  in
     Paragraph 8.3(a); or except as otherwise set forth herein, in
     which case the Earnest Money shall be returned to Buyer.

     c)   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:

       1.   Seller fails to comply with any of the terms hereof;

       2.   A default exists in any material financial obligation of
       Seller or Lessee;

       3.   Any representation made or contained in any submission from
       Seller or Lessee, or in the Due Diligence Documents, proves to be
       untrue, substantially false or misleading at any time prior to
       the Closing Date;

       4.   There has been a material adverse change in the financial
       condition of Lessee or there shall be a material action, suit or
       proceeding pending or threatened against Seller which affects
       Seller's ability to perform under this Agreement or against
       Lessee which affects its respective abilities to perform under
       the Lease;

       5.   Any bankruptcy, reorganization, insolvency, withdrawal, or
       similar proceeding is instituted by or against Seller or Lessee;

       6.   Seller or Lessee shall be dissolved, liquidated or wound up;

       7.   Lessee does not remain in possession of the Property and/or
       commence paying rent under the Lease by the Closing Date;

       8.   Notice given by Buyer pursuant to Paragraphs 4, 8, 9, 14,
       15, and 37 hereof.

8.4) CURRENT OPERATIONS:  After Buyer's right to terminate  under
     Paragraph  8 expires, Seller may not enter into,  amend,  or
     terminate any other contract that affects the operations  of
     the Property without Buyer's prior written approval.  Seller
     will  continue to operate the Property in its normal  course
     of  business,  including  routine  maintenance,  payment  of
     insurance premiums, and other day-to-day obligations.


9)   REPRESENTATIONS AND WARRANTIES.

     9A)    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 and the Lease  between
          Seller  and  Tenant,  it  is not  aware  of  any  other
          agreements or leases with respect to the Property.

          (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.

          (c)   It  does  not  have  any actions  or  proceedings
          pending, which would materially affect the Property  or
          Lessee  or  Guarantor, 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)   The use and operation of the Property now  is  in
          full  compliance  with  applicable  local,  state   and
          federal laws, ordinances, regulations and requirements;

          (h)  Seller has not caused or permitted any, and to the
          best  of  Seller's  knowledge after  due  inquiry,  the
          Property  is not 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.  There  is
          no  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;

          (i)   These  Seller's  representations  and  warranties
          deemed  to be true and correct as of the Closing  Date.
          If  the  Seller shall notify Buyer of a change  in  its
          representation  and  warranties prior  to  the  Closing
          Date,  the  Buyer shall get five (5) business  days  to
          review   such   change  and  terminate  this   Purchase
          Agreement  if  Buyer  deems  necessary.   If  Buyer  so
          terminates this Agreement, the Earnest Money  shall  be
          returned in full to Buyer immediately.

     These  representations  and  warranties  shall  survive  the
closing.

     9B).   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;

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

10). "AS  IS"  CONDITION OF PROPERTY: AS A MATERIAL PART  OF  THE
     CONSIDERATION  FOR THIS AGREEMENT, SELLER  AND  BUYER  AGREE
     THAT   EXCEPT  FOR  THE  EXPRESS  REPRESENTATIONS  IN   THIS
     AGREEMENT  AND WARRANTIES PROVIDED FROM OR TRANSFERRED  FROM
     SELLER TO BUYER AT CLOSING, BUYER IS TAKING THE PROPERTY "AS
     IS"  WITH  ANY  AND ALL LATENT AND PATENT DEFECTS  AND  THAT
     THERE IS NO WARRANTY BY SELLER THAT THE PROPERTY IS FIT  FOR
     A  PARTICULAR PURPOSE.  BUYER ACKNOWLEDGES THAT  IT  IS  NOT
     RELYING  UPON  ANY REPRESENTATION, STATEMENT,  ASSERTION  OR
     NONASSERTION  BY SELLER OR SELLER'S AGENTS WITH  RESPECT  TO
     THE  PROPERTY CONDITION, BUT IS RELYING SOLELY UPON ITS  OWN
     EXAMINATION  OF THE PROPERTY, EXCEPT FOR THE WARRANTIES  AND
     REPRESENTATIONS OF SELLER AS OTHERWISE SET FORTH HEREIN.



11). SELLER  EXCHANGE:  Buyer agrees to cooperate  should  Seller
     elect  to  sell the Property as part of a like-kind exchange
     under  IRC  Section  1031.  Seller's  contemplated  exchange
     shall  not  impose  upon Buyer any additional  liability  or
     financial  obligation,  and  Seller  agrees  to  hold  Buyer
     harmless  from  any  liability that might  arise  from  such
     exchange.   This Agreement is not subject to  or  contingent
     upon   Seller's  ability  to  acquire  a  suitable  exchange
     property  or  effectuate  an exchange.   In  the  event  any
     exchange  contemplated by Seller should fail to  occur,  for
     whatever  reason, the sale of the Property shall nonetheless
     be consummated as provided herein.

12). POST-CLOSING COVENANTS/LICENSE:

     a)   For a period of one (1) year after Tenant accepts possession
     of the Premises (as defined in the Lease), Seller shall be and
     remain responsible for completing any warranty or other work
     ("hereafter, warranty work") are required by the landlord under
     Section 2, Page1 of the Lease.  In the event that Seller fails to
     comply with said cure and warranty obligations, Buyer may, after
     giving  thirty (30) days written notice to Seller and Seller
     having failed to commence and diligently pursue to completion
     curative action within said time period, proceed to remedy such
     default on its own and shall have recourse against Seller for any
     expenses incurred thereby.   Neither payment nor acceptance of
     the Purchase Price nor any provision in this Agreement will be
     deemed to constitute a waiver by Buyer of Seller's responsibility
     under  this  Paragraph.  This Paragraph and  all  provisions
     contained therein shall survive the Closing.  The obligations of
     the Seller pursuant to this Section shall continue beyond the one-
     year period specified herein as to warranty work required by the
     landlord  pursuant to the Lease if such defect is discovered
     during the one-year warranty period and is not cured by  the
     Seller within that one-year warranty period.  In other words,
     defects which arise or exist prior to the date of expiration of
     the one-year warranty period must be cured and corrected by the
     Seller even thought the curing or corrective action may not be
     commenced or completed until after the date of expiration of the
     one-year warranty period.

     b)   Buyer grants to Seller an irrevocable license to go upon the
     Property to complete all of the initial construction work and any
     warranty work required by landlord under this Section and perform
     any and all tasks or take any and all acts necessary to complete
     said work.  This license shall expire and may only be terminated
     upon completion of said work required by landlord under this
     Paragraph.  This Paragraph shall survive Closing.

        Seller's  Initials:/s/ DM      Buyer's   Initials: /s/ RPJ

13). RISK  OF LOSS:  Risk of loss to the Property shall be  borne
     by  Seller until title has been conveyed to Buyer or Buyer's
     designee.   In  the  event  that  the  improvements  on  the
     Property  are  destroyed or materially damaged  between  the
     Effective Date of this Agreement and the Closing Date, Buyer
     shall  have the option of demanding and receiving  back  the
     Earnest  Money,  with the parties being  released  from  all
     obligations  of  this  Agreement, or, alternatively,  taking
     such  improvements as Seller can deliver.  Seller shall  pay
     all  deductible  amounts that are due  under  the  insurance
     policy and assign all insurance proceeds to Buyer and credit
     the  amount of the deductible due under the insurance policy
     and  will  give  Buyer a credit against the sales  price  at
     closing.    Upon   Buyer's   removal   of   all   inspection
     contingencies  set forth in this Agreement relating  to  the
     condition  of  the  Property,  Seller  shall  maintain   the
     Property through the Closing Date in substantially the  same
     condition  and repair as approved by Buyer, reasonable  wear
     and tear excepted.

14). CONDEMNATION:   If before closing, condemnation  proceedings
     are commenced against any part of the Property, Buyer may:

     1.   terminate this Agreement by providing written notice to
       Seller within 15 days after Buyer is advised of the condemnation
       proceedings  and  the earnest money, less any  independent
       consideration under Paragraph 2, will be refunded to Buyer; or

     2.   appear and defend the condemnation proceedings and any award
       will, at Buyer's election, belong to:

          (a)  Seller and the sales price will be reduced by the same
               amount; or
          (b)  Buyer and the sales price will not be reduced.

15). DEFAULT:

     A.    If Buyer fails to comply with this Agreement, Buyer is
     in default and Seller may:

         (1)   terminate this Agreement and receive  the  Earnest
          Money, and its accrued interest, as liquidated damages,
          thereby  releasing the parties from this Agreement,  or
          pursue any available remedy at law or equity.


     B.    If,  without fault, Seller is unable within  the  time
     allowed   to  deliver  the  estoppel  certificate   or   the
     commitment, Buyer may:

         (1)   terminate this Agreement and receive  the  earnest
          money,   less   any  independent  consideration   under
          Paragraph 2, as the sole remedy; or

          (2)   extend  the time for performance  up  to   Thirty
          (30)  calendar days and the closing  will  be  extended
          as necessary (up to Thirty (30) calendar days).

     C.    Except as provided in Paragraph 15(B), if Seller fails
     to  comply  with  this Agreement, Seller is in  default  and
     Buyer may:

          (1)   terminate this Agreement and receive the  earnest
          money,   less   any  independent  consideration   under
          Paragraph  3, as liquidated damages, thereby  releasing
          the   parties  from  this  Agreement,  or  pursue   any
          available remedy at law or equity.


16)  ESCROW:


     A.   If both parties make written demand for the Earnest Money,
     Closing Agent may require payment of unpaid expenses incurred on
     behalf of the parties and a written release of liability  of
     Closing Agent from all parties.

     B.   If one party makes written demand for the Earnest Money,
     Closing Agent will give notice of the demand by providing to the
     other party a copy of the demand.  If Closing Agent does not
     receive written objection to the demand from the other party
     within seven (7) business days after the other party's receipt of
     Closing Agent's notice, Closing Agent may disburse the earnest
     money to the party making demand, reduced by the amount of unpaid
     expenses incurred on behalf of the party receiving the Earnest
     Money and Closing Agent may pay the same to the creditors.

     C.   Closing Agent will deduct any independent consideration
     under Paragraph 3 before disbursing any Earnest Money to Buyer
     and will pay the independent consideration to Seller.

     D.   If Closing Agent complies with this Paragraph 16, each party
     hereby releases Closing Agent from all claims related to the
     disbursal of the earnest money.

     E.   Notices under this Paragraph 16 must be sent by certified
     mail,  return receipt requested; 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;  or  by  facsimile  copy  transmission  with  printed
     confirmation of receipt thereof.  Notices to Closing Agent are
     effective upon receipt by Closing Agent.  Any notice given by
     facsimile transmission shall be followed by a hard copy or by
     hand delivery.

17).      ROLLBACK TAXES

     If  Seller changes the use of the Property before Closing or
     if  a  denial  of  the special evaluation  of  the  Property
     claimed  by  Seller results in the assessment of  additional
     taxes,  penalties, or interest for periods  before  Closing,
     the  assessments will be the obligation of the Seller.  This
     paragraph 17 shall survive the Closing.

18). INTENTIONALLY OMMITTED.


19). OTHER  BROKERS:  Buyer and Seller agree that, in  the  event
     any  broker,  other than the Listing Broker (as  defined  in
     Paragraph 36 herein) or a broker affiliated with the Listing
     Broker,  is  involved in the disposition  of  the  Property,
     Listing  Broker shall have no liability to Buyer, Seller  or
     other  person or entity, for the acts or omissions  of  such
     other  broker, who shall not be deemed to be a  subagent  of
     Listing Broker.

20). INTENTIONALLY OMMITTED.


21). INTENTIONALLY OMMITTED.

22). INTENTIONALLY OMMITTED.


23). INTENTIONALLY OMMITTED.


24). SUCCESSORS  &  ASSIGNS:   This Agreement  and  any  addendum
     hereto shall be binding upon and inure to the benefit of the
     heirs,  successors, agents, representatives and  assigns  of
     the parties hereto.

25). ATTORNEYS'  FEES:   In  any  dispute  arising  out  of  this
     Agreement  or  the  transaction  contemplated  herein,   the
     prevailing party shall be entitled to recover its reasonable
     attorneys' fees, experts' fees and costs, including costs of
     arbitration  or other legal proceeding, in addition  to  any
     other relief to which that party may be entitled.


26). TIME:   Time  is  of  the essence of  this  Agreement.   The
     parties  require  strict  compliance  with  the  times   for
     performance.  If the last date to perform under a  provision
     of  this  Agreement  falls on a Saturday,  Sunday  or  legal
     holiday,  the  time for performance is extended  until  5:00
     p.m.  the next day which is not a Saturday, Sunday or  legal
     holiday.


27). NOTICES:   All  notices provided or permitted  to  be  given
     under this Agreement must be in writing and may be served by
     depositing the 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:  Meyer-Lamph Development Group, LTD.
                    Attn: Dale Meyer
                    5111 N McColl Road
                    McAllen, TX  78504
                    Phone No:  956-686-0000
                    Fax No: 956-686-0519
                    Email: smeyer1039@aol.com



     If to Buyer:   AEI Fund Management, Inc.
                    30 East 7th Street, Suite 1300
                    St. Paul, Minnesota 55101
                    Attention:  George Rerat, Director of Acquisitions
                    Phone No.: (651) 227-7333
                    Fax No.: (651) 227-7705
                    Email:    grerat@aeifunds.com
     with a copy to:
                    Michael B. Daugherty
                    Daugherty Law Firm
                    1300 Wells Fargo Place
                    30 East Seventh Street
                    St. Paul MN   55101
                    Phone No.:  612-720-0777
                    Fax No.:  612-677-3181
                    Email:  mbdlaw@usinternet.com


   Should  the  date upon which any act required to be  performed
   by  this Agreement fall on a Saturday, Sunday or holiday,  the
   time  for performance shall be extended to 5:00 p.m. the  next
   business day.

28). FOREIGN  INVESTOR  DISCLOSURE:  Seller and  Buyer  agree  to
     execute  and deliver any instrument, affidavit or statement,
     and to perform any act reasonably necessary to carry out the
     provisions  of the Foreign Investment in Real  Property  Tax
     Act and regulations promulgated thereunder.

29). INTENTIONALLY OMMITTED.

30). GOVERNING LAW:  This Agreement shall be construed under  and
     governed  by  the  laws of the State of  Texas  and,  unless
     otherwise  provided herein, all obligations of  the  parties
     hereunder  are  to  be  performed in the  county  where  the
     Property is located.

31). NON-DISCRIMINATION:  Buyer and Seller acknowledge that it is
     illegal for either Seller, Buyer or Agent to refuse to lease
     or  sell  to any person on the basis of, without limitation,
     race,  color,  religion, national origin, sex, age,  marital
     status or physical disability.

32). INTEGRATION  AND  SURVIVAL:   This  Agreement  contains  the
     entire  understanding and agreement between Buyer and Seller
     concerning the subject matter herein, and supercedes any and
     all   prior   agreements,   understandings,   promises   and
     representations, whether written or oral, between the  Buyer
     and  Seller, concerning the subject matter hereof. There are
     no  other understandings, oral or written, which in any  way
     alter or enlarge the terms of this Agreement, and there  are
     no   warranties  or  representations  with  respect  to  the
     Property or this Agreement of any nature whatsoever,  either
     express or implied, except as set forth herein.  Should  any
     provision  of  this Agreement or portion thereof  be  deemed
     illegal,  invalid or otherwise unenforceable,  then  to  the
     maximum  extent  permitted  by law,  the  remainder  of  the
     Agreement  shall  remain valid and binding  as  between  the
     parties.

33). INTENTIONALLY OMMITTED.

34). INTENTIONALLY OMMITTED.

35). INTENTIONALLY OMMITTED.


36). BROKERS:   The Brokers (the "Listing Broker") to  this  sale
     are as follows:

             Marcus & Millichap
             Real Estate Investment Brokerage Co.
             Agent: Gavin M. Kam
             14185 N. Dallas Parkway
             Suite #980
             Dallas, Texas 75245
             Phone:  972-739-3959

      The  Listing  Broker  represents the Seller  only.   Seller
      shall  pay  any  and  all real estate  commission  due  and
      payable to Listing Broker through a Separate Agreement.

37). 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, through no fault of Buyer, Buyer may either, at
     it  election, extend the Closing Date, exercise  any  remedy
     available to it by law, or terminate this Agreement and receive
     its Earnest Money (less the option consideration) back in full
     immediately.

     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.    This  Agreement  may  be executed  in  any  number  of
     counterparts, each of which shall be deemed to be an original,
     but all of which when taken together shall constitute one and the
     same instrument.

     e.   Seller and Buyer agree that if it is Seller's responsibility
     to continue liability under the Lease with regard to any Landlord
     warranty  of construction, Seller will provide,  in  a  form
     acceptable to Buyer, an indemnification of warranty construction
     for the Property.  Seller will further assist Buyer in obtaining
     an Estoppel from the Tenant pursuant to the Lease.  Failure to
     satisfy  this  provision shall not be grounds  for  specific
     enforcement  but shall be a condition precedent  to  Buyer's
     obligation to close hereunder and grounds for termination of this
     Purchase Agreement; upon termination for Seller's failure to
     satisfy this condition precedent,  Buyer shall be entitle to the
     immediate return of its Earnest Money and interest.

38). EXPIRATION:    This offer to Purchase by Buyer shall  expire
     if not executed by Seller and returned to Buyer on or before
     November 21, 2005.


SELLER:

MEYER-LAMPH DEVELOPMENT GROUP, LTD.,
A Texas limited partnership
By:  DSL Management, L.L.C.,
     a Texas limited liability company,
     Its General Partner

By: /s/ Dale Meyer
Name:   Dale Meyer
Its:    President
Date:   November 16, 2005




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            SIGNATURES TO CONTINUE ON FOLLOWING PAGE]


BUYER:

AEI FUND MANAGEMENT, INC.,
a Minnesota corporation


By:  /s/ Robert P Johnson
Name:    Robert P. Johnson
Title:   President
Date:    November 14, 2005






                            EXHIBIT A

                        Legal description

LOT ONE (1), BLOCK ONE (1), "M-L SUNSHINE STRIP SUBDIVISION", AN
ADDITION TO THE CITY OF HARLINGEN, CAMERON COUNTY TEXAS,
ACCORDING TO THE MAP THEREOF RECORDED IN CABINET 1, SLOT 2542-A
MAP RECORDS OF CAMERON COUNTY, TEXAS.