COMMERCIAL PURCHASE AND SALE AGREEMENT

                          Date: December 16, 2004




1.PURCHASE AND SALE.  The undersigned buyer ("Buyer") agrees to buy and
  the undersigned seller ("Seller") agrees to sell all that tract or parcel
  of  land with such improvements as are located thereon, described as
  follows: All that tract of land lying and being in Land Lot 755/796 of the
  1st District, 2nd Section of Fulton County, Georgia, and being  known as
  Address 5970 North Point Parkway City Alpharetta, Georgia Zip Code 30022,
  according to the present system of numbering in and around this area, being
  more particularly described as Lot __________, Block ___________, Unit
  ____________,  Phase/ Section 3 of North Point Commons  Development/
  Subdivision, as recorded in Plat Book 26591, Page 161, Fulton County,
  Georgia, records together with all fixtures, landscaping, improvements, and
  appurtenances (all being hereinafter collectively referred to as the
  "Property"), as more particularly described in Exhibit "A", or if no
  Exhibit "A" is attached as is recorded with the Clerk of the Superior Court
  of the county in which the Property is located and is made a part of this
   Agreement by reference.

2.PURCHASE PRICE.  The total purchase price for the property shall  be
  Two Million Eight Hundred Fifty Thousand and 00/100 U.S. Dollars  ($
  2,850,000.00) ("Purchase Price"), and subject to all prorations  and
  adjustments shall be paid by Buyer at the Closing by cash, wire transfer of
  immediately available funds, cashier's check or certified check.

3.EARNEST MONEY.  Buyer has deposited the sum of $ 50,000.00 [X] Check/
  [ ] Cash with Seller's Title Company, First American Title Insurance
  Company.  This sum ("Earnest Money") has been received by the Holder and is
  to be applied as part of the Purchase Price at Closing.  The Earnest Money
  shall be deposited in holder's escrow account within five banking days from
  the Binding Agreement Date.  The escrow account may be interest-bearing
  (with Holder retaining any interest there from).  In the event any Earnest
  Money check is not honored, for any reason, by the financial institution
  upon which it is drawn, Holder shall promptly notify Buyer and Seller.
  Buyer shall have three banking days after notices to deliver good funds to
  Holder.  In the event Buyer does not timely deliver good funds to Holder,
  this Agreement shall automatically terminate and Holder shall notify the
  parties of the same.  Holder shall disburse Earnest Money only as follows;
  (a) at Closing; (b) upon a subsequent written agreement between Buyer and
  Seller; or (c) as set forth below in the event of a dispute regarding
  Earnest Money.  No party shall seek damages from Holder, nor shall Holder
  be liable for any such damages, for any matter arising out of or related to
  the performance of Holder's duties hereunder.

       DISPUTES REGARDING EARNEST MONEY. In the event Buyer or Seller
       notifies Holder of a dispute regarding the disposition of Earnest
       Money that holder cannot resolve, Holder shall settle the dispute
       as follows: [Select Section A or B below.  The Section not selected
       is not a part of this agreement.]

       [X]    A.    REASONABLE INTERPRETATION BY HOLDER.  Holder shall have
               the  right disburse all or any portion of the Earnest  Money
               upon  a  reasonable interpretation of this Agreement by  the
               Holder.   Prior  to disbursing Earnest Money pursuant  to  a
               reasonable  interpretation of this agreement,  holder  shall
               give all parties fifteen days notice,   stating to whom  the
               disbursement will be made.  Any party may object in  writing
               to  the disbursement, provided the objection is received  by
               Holder  prior  to the end of the fifteen-day notice  period.
               All  objections   not  raised in a timely  manner  shall  be
               waived.   In  the event a timely objection is  made,  Holder
               shall  consider   the  objection  and  shall  do  any  or  a
               combination of the following: (i) hold the Earnest Money for
               a  reasonable   period  of  time to  give  the  parties  the
               opportunity  to  resolve  the  dispute;  (ii)  disburse  the
               Earnest  Money  and  so notify all parties;  and/  or  (iii)
               interplead  the  Earnest Money into  a  court  of  competent
               jurisdiction.   Holder   shall be  reimbursed  for  and  may
               deduct  from any funds interpleaded its costs and  expenses,
               including  reasonable attorney's fees.  The prevailing party
               in the interpleader action shall be entitled to collect form
               the other party the costs and expenses reimbursed to Holder,
               and  upon  payment of such funds into the  court   registry,
               Holder  shall  be  released from all  further  liability  in
               connection with the funds delivered.

              B.         ARBITRATION.  Buyer  and  Seller  agree  that  nay
               earnest  money  dispute shall be settled by  arbitration  in
               accordance  with  the  rules of the  Commercial  Arbitration
               Rules  of  the American Arbitration Association.  Buyer  and
               Seller              agree             to              engage
               ______________________________________ or another arbitrator
               mutually agreeable to the parties ("Arbitrator"), to  settle
               the  Earnest  Money  dispute.  The award of  the  Arbitrator
               shall  be  final and binding upon the parties,  hereto,  and
               holder  shall  promptly  disburse   the  Earnest  Money   in
               accordance  with  said  award.   The  costs  of   any   such
               arbitration shall be equally shared between Buyer and Seller
               and shall be promptly paid to the Arbitrator.



               /s/ JH                             /s/ RPJ
               Buyer's Initials                        Seller's Initials








4.INSPECTION.  Prior to closing, Buyer and Buyer's agents shall have the
  right to enter upon the Property at Buyer's expense and at reasonable times
  to inspect, survey, examine, and test the Property as Buyer may deem
  necessary as part of Buyer's acquisition of the Property. Buyer shall
  indemnify and hold Seller and all Brokers harmless from and against any and
  all claims, injuries, and damages to persons and/ or property arising out
  of or related to the exercise of Buyer's rights hereunder.  Buyer shall
  have until January 23, 2005 from the Binding Agreement Date ("Due Diligence
  Period") to evaluate the Property, the feasibility of the transaction, the
  availability and cost of financing, and any other matter of concern to the
  Buyer.  During the Due Diligence Period, Buyer shall have the right to
  terminate this Agreement upon notice to Seller if Buyer determines based on
  an evaluation of the above that it is not desirable to proceed with the
  transaction.  In such event, Holder shall promptly refund Buyer's Earnest
  Money in accordance with the Earnest Money paragraph above.  Within 5 days
  from the Binding Agreement Date, Seller shall deliver to Buyer, copies of
  the  materials  concerning the Property referenced  in  Exhibit  "B"
  (collectively referred to as "Due Diligence Materials"), which materials
  shall be promptly returned to Seller if this Agreement does not close for
  any  reason.  If Buyer fails to timely notify Seller that it is  not
  proceeding with the transaction, Buyer shall waive its rights to terminate
  this Agreement pursuant to this paragraph.

5.TITLE.
 A.WARRANTIES OF SELLER.  Seller warrants that at Closing, Seller shall
   convey good and marketable, fee simple title to the Property Buyer, subject
   only to the following exceptions ("Permitted Exceptions")

   (1)  Liens for ad valorem taxes not yet due and payable

   (2)  Those exceptions to which Buyer does not object or which Buyer waives
in accordance with the Title Objections paragraph below.  "Good and
Marketable, fee simple title" with respect to the Property shall be such
title: (a) as is classified as "marketable" under the Title Standards of
the State Bar of Georgia; and 9b) as is acceptable to and insurable bay a
title insurance company doing business in Georgia ("Title Company"), at
standard rates on an American Land Title Association Owner's Policy ("Title
Policy").

B.TITLE OBJECTIONS. Buyer shall have 30 days from the Binding Agreement
  date in which to furnish Seller with a written statement of any title
  objections, UCC-1 or UCC-2 Financing Statements, and encroachments, and
  other facts affecting the marketability of the Property as revealed by a
  current title examination and survey.  Seller shall have 14 days from the
  receipt of such objections (the "Title Cure Period") to cure all valid
  title objections.  Seller shall satisfy any existing liens or monetary
  encumbrances identified by Buyer as Title Objections which may be satisfied
  by the payment of a sum certain prior to Closing.  Except for Seller's
  obligations in the preceding sentence, if Seller fails to cure any other
  valid title objections of Buyer within the Title Cure Period (and fails to
  provide Buyer with evidence of Seller's cure satisfactory to Buyer and to
  the Title Company), then within five days of the expiration of the Title
  Cure Period, Buyer may as Buyer's sole remedies: (1) rescind  the
  transaction contemplated hereby, in which case Buyer shall be entitled to
  the return of Buyer's Earnest Money; (2) waive any such objections and
  elect to close the transaction contemplated hereby irrespective of such
  title objections and without reduction of the Purchase Price; or (3) extend
  the Closing Date for a period of up to fifteen days to allow Seller further
  time to cure such valid title objections.  Failure to act in a timely
  manner under this paragraph shall constitute a waiver of Buyer's rights
  hereunder.  Buyer shall have the right to re-examine title prior to Closing
  and notify Seller at Closing of any title objections which appear of record
  after the date of Buyer's initial title examination and before Closing.

  6.  CLOSING.
       A.     CLOSING   DATE.   This  transaction  shall   be   consummated
       ("Closing") at the office of First American Title Insurance Company
       on or before March 1, 2004, or at such  other  time and place as the
       parties may agree upon in writing(the "Closing Date").

       B.    POSSESSION.  Seller shall deliver possession and occupancy  of
       the Property to Buyer at Closing, subject only to the rights of
       tenants  in  possession  and  the   Permitted  Exceptions.

 7.   SELLER'S  OBLIGATIONS AT CLOSING.  At Closing, Seller  shall  deliver
       to  Buyer: (a) a Closing Statement; (b) Limited Warranty  Deed;  (c)
       FIRPTA  Affidavit (indicating that Seller is not a "foreign  person"
       or  "foreign corporation" as that term is defined in Section 1445(f)
       of  the Internal Revenue Code of 1986); (d) an Affidavit of Seller's
       Residence  Regarding  Georgia  Withholding  Tax  establishing   that
       Seller  is  exempt from the requirements of O.C.G.A.  48-7-128,  the
       Georgia   Withholding   Statute  (or  Affidavit  of  Exemption,   or
       Affidavit  of  Seller's Gain, if withholding  is  required),  (e)  a
       transfer tax declaration form  properly signed and executed  by  the
       Seller;  and (f) all documents which Seller must execute  under  the
       terms  of this  Agreement to cause the Title Coma pay to deliver  to
       Buyer  the  Title  Policy  including, without  limitation,  a  title
       affidavit  from   Seller to Buyer and to the Title  Company  in  the
       form   customarily   used   in  Georgia   commercial   real   estate
       transactions so as  to enable the Title Company to issue  Buyer  the
       Title  Policy with all standard exceptions deleted and subject  only
       to  the   Permitted Exceptions and evidence reasonably  satisfactory
       to  Title  Company  of  its due and proper authority  and  power  to
       perform  its  obligations  hereunder.   In  addition,  Seller  shall
       deliver  to  Buyer  at  Closing all documents/  items  indicated  in
       Exhibit  "C", if any (all documents to be delivered by Seller  under
       this   paragraph,  including  all  documents/  items  indicated   in
       Exhibit  "C"  are  collectively referred  to  as  "Seller's  Closing
       Documents").


               /s/ JH                             /s/ RPJ
           Buyer's Initials                   Seller's Initials




8.CONDITIONS TO CLOSING.
      A.    CONDITIONS IN FAVOR OF BUYER.  The obligation of Buyer to
consummate the transaction contemplated herein is conditioned  upon  the
following  conditions precedent as of the Closing Date;

        (1)  All representations and warranties of Seller made herein
        shall remain true and correct;
        (2)  Seller shall have performed all of the covenants undertaken
        by Seller in this Agreement to be performed by Seller at or prior
        to closing;
        (3)  Seller shall have delivered to the Buyer properly executed
        originals of Seller's Closing Documents;
        (4)  There  shall have been no material adverse change in  the
        physical  condition of the Property, except as  otherwise
        provided for in the agreement;
        (5)  The  issuance at Closing of the Title Policy  (or  marked
        binder),   with  all  standard  exceptions  deleted   and
        subject only to the permitted exceptions.

     B.CONDITIONS  IN  FAVOR  OF  SELLER.  The obligation  of  Seller  to
consummate  the  transaction contemplated herein  is  conditioned
upon the following conditions precedent as of the Closing Date;

             (1)  All representations and warranties of Buyer made herein
             shall remain true and correct;
             (2)   Buyer shall have performed all of the covenants
             undertaken by Buyer in this Agreement to be  performed
             by Buyer at or prior to Closing; and
             (3)  Buyer shall have: (a) delivered to the Seller properly
             executed originals of the transfer tax declaration  form,
             title policy documents, closing statement, and any other
             documents identified on Exhibit "C" that require Buyer's
             signature; and (b) paid the Purchase Price, plus or minus
             prorations and  adjustments, to Seller.

  9. COSTS.
       A.    SELLER'  COSTS.  Seller shall pay the cost  of  recording  any
       title curative document, including without limitation,
       satisfactions of deeds to secure debt, quitclaim  deeds  and
       financing statement terminations; all transfer
       taxes;  all  deed  recording  fees;  the  fees  of  Seller's
       counsel.
       B.    BUYER'S COSTS. Buyer shall pay the cost of Buyer's counsel and
       consultants; any costs in connection with Buyer's
       inspection  of  the Property and any costs  associated  with
       obtaining financing for the acquisition of the Property
       (including any intangibles tax, all deed recording fees, and
       the cost of recording Buyer's loan documents).
       C.   ADDITIONAL COSTS.  In addition to the costs identified above, the
       following costs shall be paid by the parties hereto as indicated below:


          ITEM TO BE PAID           PAID BY SELLER           PAID BY BUYER

          Survey                        [ ]                        [X]

          Title Examination             [ ]                        [X]

          Premium for Owner's
           Title Insurance Policy       [ ]                        [X]

          Other:                        [ ]                        [X]


  10.          TAXES AND PRORATIONS. Real estate taxes on the Property  for
  the  calendar year in which the Closing takes place shall be prorated  as
  of  12:01  am  on  the Closing Date.  Seller shall be  responsible  (even
  after  Closing)  for paying all taxes (including previous  reassessments)
  on  the  Property for the time period during which the Seller  owned  the
  Property.  In addition, the following items shall also be prorated as  of
  12:01 am on the Closing Date [Select only those items that apply t   this
  transaction; the items not selected shall not apply to this Agreement.]

            [X]  Utilities
            [X]  Rents
            [ ]  Service Contracts
            [ ]  Leasing Commissions
            [ ]  Tenant Improvement Costs
            [X]  Other: Dues  and Assessments

               /s/ JH                             /s/ RPJ
           Buyer's Initials                   Seller's Initials




  11.         REPRESENTATIONS AND WARRANTIES.
       A.    Seller's  Representations and Warranties. As  of  the  Binding
       Agreement   Date   and   the   Closing  Date,   Seller   makes   the
       representations  and warranties to Buyer, if any,  as  indicated  on
       Exhibit "D"
       B.    Buyer's  Representations and Warranties.  As  of  the  Binding
       Agreement  Date and the Closing Date, Buyer represents and  warrants
       to  Seller that Buyer has the right, power, and authority  to  enter
       into  this  Agreement and to consummate the transaction contemplated
       by  the  terms  and conditions of this Agreement;  and  the  persons
       executing   this  Agreement on behalf of Buyer have  been  duly  and
       validly  authorized by Buyer to execute and deliver  this  Agreement
       and  shall  have the right, power, and authority to enter into  this
       Agreement and bind Buyer.

  12.         AGENCY AND BROKERAGE.
       A.   AGENCY.
         (1)  In this Agreement, the term "Broker" shall mean a licensed
         Georgia Real Estate Broker or brokerage firm and where the context
         would indicate the broker's affiliated licensees. No Broker in this
         transaction shall owe any duty to Buyer or Seller greater than what
         is set forth in their brokerage engagements and the Brokerage
         Relationships in Real Estate Transactions Act, O.C.G.A.
         10-6A-1 et .seq.;

         (2)  Seller and Buyer acknowledge that if they are not represented
         by a Broker they are each solely responsible for their own interests,
         and that Broker's role is limited to performing ministerial acts for
         either party;

         (3)  The Broker, if any, working with the Seller is identified
         on the signature page as the "Listing Broker"; and said Broker is
         [X], OR, is not [  ] representing  the  Seller;

         (4)  The  Broker, if any, working with the Buyer is identified
         on the signature page as the "Selling Broker",
         said  Broker  is[X], OR, is not [   ]  representing  the Buyer;

         (5)  If  Buyer  and Seller are both being represented  by  the
         same  Broker, a relationship of either designated  agency
         [  ] OR, dual agency [  ] shall exist.

            (a)  Dual Agency Disclosure.  [Applicable only if dual agency
                 has been selected above].  Seller and Buyer are aware that
                 Broker is acting as a dual agent in this transaction and
                 consent to the same.  Seller and Buyer have been advised
                 that:
                    1- In serving as a dual agent the Broker is representing
                    tow clients whose interests are or at times could be
                    different or even adverse.
                    2-  The Broker will disclose all adverse, material facts,
                    relevant to the transaction and actually known to the dual
                    agent to all parties in the transaction except information
                    made confidential by request or instructions from another
                    client which is not otherwise required to be disclosed by
                    law.
                    3- The Buyer and Seller do not have to consent to dual
                    agency; and
                    4- The consent of Buyer and Seller to dual agency has been
                    given voluntarily and the parties have read and understood
                    their brokerage engagement agreements;
                    5- Notwithstanding any provision to the contrary contained
                    herein, Seller and Buyer each hereby direct Broker, if
                    acting as a dual agent, to keep confidential and not
                    reveal to the other party any information which could
                    materially and adversely affect their negotiating
                    position.
           (b)  Designated Agency Assignment. [Applicable only if the
                designated agency has been selected above.]
                The            broker           has            assigned
                ________________________________  to  work  exclusively
                with   Buyer   as   Buyer's   Designated   Agent    and
                ________________________________  to  work  exclusively
                with   Seller  as  Seller's  Designated  Agent.    Each
                Designated Agent shall exclusively represent the  party
                to  whom they have been assigned as a client and  shall
                not  represent in this transaction the client  assigned
                to the other Designated Agent.
           (c)  Material Relationship Disclosure.  [Required with dual
                agency]  The Broker and/ or affiliated licensees have
                no material relationship with either client except as
                follows: __________________________________.  A
                material relationship means one actually known of a
                personal, familial or  business nature between the
                Broker and affiliate licensees and a client which
                would impair their ability to exercise fair judgment
                relative to   another client.

       B.    BROKERAGE.   The  Broker(s) identified herein  have  performed
       valuable  brokerage  services  and are  to  be   paid  a  commission
       pursuant  to  a separate agreement or agreements.  Unless  otherwise
       provided  for  herein, the Listing    Broker will be  paid  will  be
       paid  a  commission  by  the Seller, and  the  Selling  Broker  will
       receive  a portion, of the Listing  Broker's commission pursuant  to
       a   cooperative  brokerage  agreement.   The  closing  attorney   is
       directed to pay the  commission of the Broker(s) at closing  out  of
       the proceeds of the sale.  If the sale proceeds are insufficient  to
       pay  the   full commission, the party owing the commission will  pay
       any  shortfall at closing. If more than one Broker is  involved   in
       the  transaction,  the  closing attorney is  directed  to  pay  each
       Broker  their respective portion of said commission.  In  the  event
       the  sale  is  not  closed because of the Buyer's and/  or  Seller's
       failure  or refusal to perform any of their obligations herein,  the
       non-performing  party shall immediately pay the Broker(s)  the  full
       commission  the Broker(s)  would have received had the sale  closed,
       and   the   Selling  Broker  and  Listing  Broker  may  jointly   or
       independently  pursue the non-performing party for their portion  of
       the  commission.   Seller  and Buyer hereby represent  and  warrant,
       each   to  the  other,  that  no  party  other  than  the  Broker(s)
       identified herein are entitled , as a result of the actions  of  the
       Seller or Buyer, as the case may be, to a real estate commission  or
       other  fee  resulting from the execution of this  Agreement  or  the
       transaction contemplated hereby.  Seller and Buyer hereby  agree  to
       indemnify,  defend and hold  each other harmless  from  and  against
       any  and  all  costs,  damages, and expenses  (including  attorney's
       fees)  resulting  directly or indirectly from any such claim arising
       out  of the actions or contact with Seller or Buyer, as the case may
       be.    Broker(s) hereby agree to execute and deliver  at  Closing  a
       release  and waiver of lien in a form approved by the Title Company.
       This paragraph shall survive at Closing.


               /s/ JH                             /s/ RPJ
          Buyer's Initials                   Seller's Initials




  13.          DISCLAIMER. Buyer and Seller acknowledge that they have  not
  relied  upon  any advice, representations or statements of   Brokers  and
  waive  and  shall  not  assert any claims against Brokers  involving  the
  same.   Buyer and Seller agree that  Brokers shall not be responsible  to
  advise  Buyer and Seller on any matter including but not limited  to  the
  following: any   matter which could have been revealed through a  survey,
  title  search  or  inspection  of  the Property;  the  condition  of  the
  Property,  any  portion thereof, or any item therein;  building  products
  and  construction techniques; the necessity or cost of   any  repairs  to
  the  Property;  hazardous or toxic materials or substances;  termites  or
  other  wood destroying organisms; the  tax or legal consequences of  this
  transaction;  the  availability  and  cost  of  utilities  or   community
  amenities;   the   appraised    future  value  of   the   Property;   any
  condition(s)  existing off the Property which may  affect  the  Property;
  the  terms,  conditions and availability of financing; and the  uses  and
  zoning  of the Property whether permitted or proposed.  Buyer and  Seller
  acknowledge  that  Brokers  are not experts with  respect  to  the  above
  matters, and that, if any of these matters or any other  matters  are  of
  concern  to  them,  they should seek independent expert  advice  relative
  thereto.   Buyer  further acknowledges that in every  neighborhood  there
  are  conditions  which  different buyers may find  objectionable.   Buyer
  shall   therefore  be   responsible  to  become  fully  acquainted   with
  neighborhood  and  other  off  site conditions  which  could  affect  the
  Property.

  14.        DESTRUCTION OF PROPERTY PRIOR TO CLOSING. If the  property  is
  destroyed  or  substantially destroyed prior to  Closing,  Seller   shall
  give  Buyer  prompt  notice  thereof,  which  notice  shall  include  the
  Seller's reasonable estimate of: (1) the cost to restore  and repair  the
  damage;  (2) the amount of insurance proceeds, if any, available for  the
  same;  and  (3)  whether the damage will be repaired  prior  to  Closing.
  Upon  notice  to Seller, Buyer may terminate this agreement within  seven
  days  of  receiving  such notice from Seller.  If Buyer does not  attempt
  to  terminate  this agreement, Buyer shall have deemed to  have  accepted
  the  Property  with  the  damage and shall receive  at  Closing  (1)  any
  insurance  proceeds which have been paid to Seller, but   not  yet  spent
  to  repair  the  damage, and (2) an assignment of  all  unpaid  insurance
  proceeds to the claim.

  15.       OTHER PROVISIONS.
       A.Exhibits,  Binding  Effect,  Entire  Agreement,  Modification  and
          Assignment.  All exhibits attached hereto are hereby incorporated
          herein.   This  agreement shall be for the  benefit  of,  and  be
          binding upon, the parties hereto, their heirs, successors,  legal
          representatives   and   permitted   assigns.    This    Agreement
          constitutes the sole and entire agreement between parties  hereto
          and  no  modification or assignment of this  agreement  shall  be
          binding  unless  signed  by all parties to  this  Agreement.   No
          representation,  promise,  or inducement  not  included  in  this
          Agreement  shall be binding upon any party hereto.  Any  assignee
          shall fulfill all the terms and conditions of this Agreement.
       B.     SURVIVAL  OF AGREEMENT.  All conditions and stipulations  not
          fulfilled at time of Closing shall survive the Closing until such
          time   as   the   conditions  or  stipulations   are   fulfilled.
          Notwithstanding above, the representations and warranties made in
          Exhibit  "D" shall survive the Closing for a period of  365  days
          from the Date of Closing.
       C.   GOVERNING  LAW.   This  agreement may  be  signed  in  multiple
          counterparts, is intended as a contract for the purchase and sale
          of  real property and shall be interpreted in accordance with the
          laws of the State of GEORGIA.
       D.    TIME OF ESSENCE.  Time is of the essence in this Agreement.
       E.     TERMINOLOGY AND INTERPRETATION.  As the context  may  require
          in  this  Agreement: (1) the singular shall mean the  plural  and
          vice  versa,  and  (2) all pronouns shall mean  and  include  the
          person,  entity, firm or corporation to which they  relate.  This
          agreement shall not be construed more strictly against one  party
          than against the other, it being acknowledged by the parties that
          each  has contributed substationally to the preparation  of  this
          Agreement.
       F.    RESPONSIBILITY TO COOPERATE. All Parties agree to timely  take
          such   actions  and  produce,  execute,  and/  or  deliver   such
          information and documentation as is reasonably necessary to carry
          out the responsibilities and obligations of this Agreement.
       G.    COUNTERPARTS.  This Agreement may be executed in tow  or  more
          counterparts, each of which shall be deemed an  original, but all
          such counterparts constitute one Agreement.
       H.      NOTICES.  Except as otherwise provided herein, all  notices,
          including  offers,  counteroffers, acceptances,  amendments   and
          demands,  required or permitted hereunder shall  be  in  writing,
          signed  by the party giving the notice and delivered either:  (1)
          in  person,  (2) by overnight delivery service, prepaid,  (3)  by
          facsimile transmission (FAX) (provided that the  original of  the
          notice  shall be promptly sent thereafter if so requested by  the
          party  receiving the same), or (4) by the  United  States  Postal
          Service, postage prepaid, registered or certified return  receipt
          requested.  The parties agree that  a faxed signature of a  party
          constitutes  and  original  signature binding  upon  that  party.
          Notice  shall  be deemed to  have been given as of the  date  and
          time  it is actually received.  Notwithstanding the above, notice
          by  FAX  shall be  deemed to have been given as of the  date  and
          time  it  was transmitted if the sending FAX produces  a  written
          confirmation  with the date, time and telephone number  to  which
          the   notice   was  sent.   Receipt  of  notice  by  the   Broker
          representing a party as a client shall be deemed to be notice  to
          that party for all purposes herein, except in  transactions where
          the  Broker  is  practicing designated  agency,  in  which  case,
          receipt  of notice by the designated  agent representing a  party
          as  a  client shall be required to constitute notice.  All notice
          requirements referenced herein
              shall be strictly construed.



               /s/ JH                             /s/ RPJ
          Buyer's Initials                    Seller's Initials




          Buyer's Address:                       Seller's Address:

Action Outdoor Advertising Inc          AEI Income & Growth Fund 23 LLC
and/ or assigns 3512 Old Milton Parkway AEI Real Estate Fund XVIII
Alpharetta, Georgia, 30005              Limited Partnership
                                        AEI Net Lease Income & Growth Fund
                                        XIX Limited    Partnership
                                        AEI Private Net Lease Millennium
                                        Fund Limited Partnership
                                        Attn:  Debra Jochum
                                        30 East Seventh Street, Suite 1300
                                        St. Paul, MN  55101

PHONE: (678) 624-9275                  PHONE: (651) 227-7333
FAX:  (678) 624-9276                   FAX:   (651) 227-7705


       I.      REMEDIES.   In the event of a breach of this Agreement,  the
       non-breaching party may pursue all remedies available at  law or  in
       equity   except   where  the  parties  have  agreed  to   arbitrate.
       Notwithstanding the above, if Buyer breaches Buyer's obligations  or
       warranties  herein Seller shall request that Holder pay the  Earnest
       Money  to  Seller,  which, shall  constitute liquidated  damages  in
       full  settlement  for all claims by Seller. Such liquidated  damages
       are  agreed to by the parties not to be a penalty and to be  a  good
       faith  estimate  of  Seller's  actual  damages,  which  damages  are
       difficult to ascertain.


  16.         TIME LIMIT OF OFFER: This Instrument shall be open for
  acceptance until 1:00 o'clock p.m. on the 24th day of December  2004.

  17.          EXHIBITS  AND AGENDA.  All exhibits and/or addenda  attached
  hereto,  listed  below, or referenced herein are made a  part  of    this
  Agreement.  If any such exhibit or addendum conflicts with any  preceding
  paragraph, said exhibit or addendum shall
                control:
       EXHIBIT "A":        LEGAL DESCRIPTION
       EXHIBIT "B":        DUE DILIGENCE MATERIALS
       EXHIBIT "C":        ADDITION TO SELLER'S CLOSING DOCUMENTS
       EXHIBIT "D":        SELLER'S WARRANTIES AND REPRESENTATIONS

  18.        Special Stipulations:  The following Special Stipulations, if
  conflicting with any Exhibit or proceeding paragraph, shall
  control.

  1.   Purchaser may accomplish and IRC section 1031 tax deferred exchange of
     real  property  and Seller agrees to cooperate with Purchaser,  at  no
     additional cost or expense to Seller.

  2.    Principles of Purchaser are licensed real estate brokers with Metro
     Brokers Inc. and provide this notice as required by law.

  3.   Seller agrees to pay a sales commission equal to 4% of the first 2.4
     Million Dollars (Two Million Four Hundred Thousand U.S.) and 10% of the
     remainder of the sales price split equally between Pinnacle Partners, LLC
     and the Shumacher Group, LLC.





Pinnacle Partners LLC                   /s/ Lawrence T Mccurdy
Selling Broker   MLS Office Code            Buyer's Signature

                                             Lawrence T McCurdy
By:/s/ Jack Hartampf                      Print or Type Buyer's Name:

Harold V Shumack
Print or Type Name:                       Buyer's Signature
Business phone: 404 240 0040
Fax404 266 9271
                                          Print or Type Name:
/s/ Harold V Shumack
Listing Broker     MLS Office Code

                                        AEI Income & Growth Fund 23 LLC
                                        By: AEI Fund Management XVIII,
                                        Inc., its managing member

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

               /s/ JH                             /s/ RPJ
          Buyer's Initials                    Seller's Initials




                                        AEI Real Estate Fund XVIII Limited
                                        Partnership
                                        By: AEI Fund Management XVIII,
                                        Inc., its corporate general
                                        partner

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


                                        AEI Net Lease Income & Growth Fund
                                        XIX Limited Partnership
                                        By: AEI Fund Management XIX, Inc.,
                                        its corporate general partner

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


                                        AEI Private Net Lease
                                        Millennium Fund Limited Partnership
                                        By: AEI Fund Management
                                        XVIII, Inc., its corporate general
                                        partner

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






Acceptance Date
The above proposition is hereby accepted, 11:00 o'clock a.m on 30th day of
December 2004.

Binding Agreement Date
This instrument shall become a binding agreement on the date ("Binding
Agreement Date") when notice of the acceptance of this Agreement has been
received by offeror.  The offeror shall promptly notify offeree when
acceptance has been received.




               /s/ JH                             /s/ RPJ
          Buyer's Initials                     Seller's Initials






                              EXHIBIT "A" TO
                  COMMERICAL PURCHASE AND SALE AGREEMENT


                             LEGAL DESCRIPTION


All  that tract or parcel of land lying and being located Land Lot 796, 1st
District, 2nd Section, City of Alpharetta, Fulton County Georgia and  being
more particularly described as follows:

Beginning at a point at the Southwest end of a miter at the intersection of
the East right of way (R/W) line of Haynes Bridge Road (R/W varies) and the
Southeast R/W line North Point Parkway (130' R/W); thence along said  miter
North  33 degrees 26' 45" East, a distance of 58.73 feet to a point on  the
Southeast R/W line of North Point Parkway; thence following said  R/W  line
North  84 degrees 09' 13" East, a distance of 90.00 feet to a point; thence
152.49  feet along a curve to the left, said curve having a chord of  North
78 degrees 33' 41" East 152.25 feet and a radius of 781.20 feet to a point;
thence 213.48 feet along a curve to the left, said curve having a chord  of
North 65 degrees 08' 26" East 212.82 feet and a radius of 781.20 feet to  a
1/2"  rebar  set  and the TRUE POINT OF BEGINNING; thence continuing  along
said  R/W  line 26.70 feet along a curve to the left, said curve  having  a
chord of North 56 degrees 19' 58" East 26.70 feet and a radius of 781.20 to
a point; thence North 55 degrees 21' 13" East, a distance of 320.00 feet to
a  point; thence 14.34 feet along a curve to the right, said curve having a
chord  of  North 55 degrees 59' 04" East 14.34 feet and a radius of  651.20
feet  to 1/2" rebar set at the Northwest end of a miter at the intersection
of  said  R/W line and the Northwest R/W line of Georgia Lane (R/W varies);
thence along said miter South 57 degrees 34; 15" East, a distance of 103.63
feet  to a 1/2" rebar set on the Northwest R/W line of Georgia Lane; thence
following said R/W line South 20 degrees 00' 59" East, a distance of  51.07
feet  to a point; thence 268.67 feet along a curve to the right, said curve
having a chord of South 15 degrees 04' 23" West 263.88 feet and a radius of
409.50 feet to a point; thence South 34 degrees 52' 09" West, a distance of
175.47  feet to a concrete nail sat; thence leaving said R/W line North  55
degrees 07' 51" West, a distance of 77.67 feet to a 1/2" rebar set;  thence
Noth  36 degrees 20' 19" West, a distance of 292.87 feet to the TRUE  POINT
OF BEGINNING.  Said tract contains 2.593 acres or 112,962 square feet.


               /s/ JH                             /s/ RPJ
          Buyer's Initials                    Seller's Initials