ASSIGNMENT AND ASSUMPTION
                              OF
                  PURCHASE AND SALE AGREEMENT



      THIS  ASSIGNMENT made and entered into this 2nd  day  of
March,  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, and AEI NET LEASE INCOME & GROWTH FUND XX LIMITED
PARTNERSHIP,  a Minnesota limited partnership (as  tenants  in
common, together collectively referred to as "Assignee");

     WITNESSETH, that:

      WHEREAS,  on  the  31st day of January,  2006,  Assignor
entered  into  a Purchase and Sale Agreement (as  subsequently
amended, hereinafter together collectively referred to as  the
"Agreement") for that certain property located at 1740 N. Belt
Line  Road, Mesquite, TX (the "Property") with VR Partners  I,
L.P., a  Texas limited partnership, as Seller; and

      WHEREAS,  Assignor desires to assign to  AEI  Net  Lease
Income  &  Growth Fund XIX Limited Partnership,  an  undivided
fifty percent (50.0%) interest as a tenant in common, and  AEI
Net  Lease  Income  & Growth Fund XX Limited  Partnership,  an
undivided  fifty  percent  (50.0%) interest  as  a  tenant  in
common, all of its rights, title and interest in, to and under
the Agreement 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


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


AEI NET LEASE INCOME & GROWTH
FUND XX LIMITED PARTNERSHIP,
a Minnesota limited partnership

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


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



                  PURCHASE AND SALE AGREEMENT



      This  Purchase  and  Sale  Agreement  (the  "Agreement")
entered  into  by  and between VR PARTNERS I,  L.P.,  a  Texas
limited  partnership (the "Seller") and AEI  FUND  MANAGEMENT,
INC.,  a  Minnesota corporation, or its assigns (the "Buyer").
The date on which last party hereto executes this Agreement is
hereafter referred to as the "Effective Date".

     In consideration of the mutual covenants set forth herein
and  other  good and valuable consideration, the  receipt  and
sufficiency  of  which  are herby mutually  acknowledged,  the
parties hereto covenant and agree as follows:

     1.    Property.      Seller is the owner of a  parcel  of
real  property, with all improvements thereon, known generally
as  1740 N. Beltline Road, Mesquite, TX., currently leased for
use as a Tractor Supply, such property being more particularly
described  on  Exhibit "A" attached hereto (collectively,  the
"Property").  The Property includes all of Seller's rights and
interests in and to all buildings and other improvements on or
within   the   appurtenant   thereto,   including   easements,
warranties,  guaranties, indemnities, and covenants.    Seller
wishes  to  sell and Buyer wishes to purchase the Property  on
the terms and conditions set forth herein.

     2.    Lease.   The Property is being sold subject  to  an
existing Lease of the Property, dated September 16, 1997  (the
"Lease"), by and between Seller, as lessor, and Tractor Supply
Company, as lessee (the "Tenant").  Buyer shall have the right
to  review  and  approve such Lease during the  Due  Diligence
Period, in Buyer's sole discretion.

     3.    Closing Date.  The closing of the Buyer's  purchase
of the Property (the "Closing") shall be on February 24, 2006,
or  10  business days from receipt of the Adverse  Change  Due
Diligence Documents, if any should be occasioned as set  forth
below  in  Article  8.03,  whichever is  later  (the  "Closing
Date").

     4.   Purchase Price.  The purchase price for the Property
is  $2,429,600.00  (the "Purchase Price"), If  all  conditions
precedent  to  Buyer's  obligations  to  purchase  have   been
satisfied,  Buyer shall deposit the Purchase  Price  with  the
title  company acceptable to Buyer as described in  Article  6
hereof on or before the Closing Date.

      Within three (3) business days of Effective Date of this
Agreement, Buyer will deposit $25,000 (the "Earnest Money") in
an  interest  bearing account with Republic  Title  of  Texas,
Inc.,  2626  Howell Street, 10th Floor, Dallas,  Texas  75201,
Attention:  Ms.  Janine  Barber  (the  "Closing  Agent").  The
Closing Agent shall provide an insured closing letter for this
transaction  for the benefit of the Buyer issued  through  its
underwriter,  First  American  Title  Insurance  Company  (the
"Title Underwriter").

     If  for any reason this Agreement is terminated prior  to
the  expiration  of the Due Diligence Period, or  the  Adverse
Change   Review   Period  if  such  occurs  because   of   the
unanticipated  occurrence  of  Adverse  Change  Due  Diligence
Documents  as  defined above, 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,  and  when  allowed  in
Articles  6,  7,  8,  12,  16 or 18 hereof,  or  otherwise  as
expressly   allowed   hereunder,  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.

      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.

     5.    Escrow.  Escrow shall be opened by Seller with  the
Closing Agent upon execution of this Agreement. A copy of this
Agreement will be delivered to the Closing Agent by Seller and
will serve as escrow instructions together with any additional
instructions  required  by  Seller  and/or  Buyer   or   their
respective counsels.  Seller and Buyer agree to cooperate with
the   Closing  Agent  and  sign  any  additional  instructions
reasonably required by the Closing Agent to close escrow.   If
there is any conflict between any other instructions and  this
Agreement, this Agreement shall control.

     6.   Title.  Seller shall order upon the Effective Date of
this Agreement, at its sole expense, a commitment for an Texas
Form  T-1  Owner's  Policy  of Title  Insurance  (most  recent
edition)  issued  by the Closing Agent (the  "Title  Company")
through  the Title Underwriter, insuring fee simple  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  (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.

     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.   The
Title  Company  shall  also provide to  Buyer  a  current  tax
certificate relative to the Property.

      Buyer  shall  be  allowed ten (10) business  days  after
receipt  of  the Title Commitment and copies of all underlying
documents,  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 ten (10) business 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  ten  (10)  business  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
except as expressly provided herein).

      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 five (5) business 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 five (5) business 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 except as expressly provided herein).

     7.    Site  Inspection.   As  a  condition  precedent  to
Buyer's obligations hereunder, the Property shall be inspected
and  approved  by  Buyer, in Buyer's  sole  discretion.   Said
inspection shall be completed within the Due Diligence Period,
and  Buyer shall provide Seller with its written notice of any
disapproval  of  the  Property at the expiration  of  the  Due
Diligence Period.

     8.   Due Diligence and Due Diligence Periods.

     8.01  Due  Diligence Documents and Due Diligence  Period.
Buyer  shall  have  until  the end  of  the  fifteenth  (15th)
business  day  after  the delivery of  the  last  of  the  Due
Diligence  Documents,  as described  below,  or  receipt  from
Seller  of written notice that it has provided all of the  Due
Diligence  Documents in its possession or  control  (the  "Due
Diligence  Period")  to conduct all of  its  inspections,  due
diligence  and review to satisfy itself regarding  each  item,
the  Property and this transaction.  The Buyer shall indemnify
Seller  and  hold  Seller harmless from all  costs,  expenses,
claims,   damages   and  liabilities  arising,   directly   or
indirectly,   from  any  tests,  investigations   or   studies
conducted by Buyer or its agents, representatives or employees
on  the  Property. Such indemnity shall expressly survive  the
Closing or any earlier termination of this Agreement. Further,
all  such inspections or tests shall be conducted by Buyer  in
accordance with the requirements of the Lease and in a  manner
reasonably  calculated to minimize any interference  with  the
Tenant's  conduct of business at the Property.  The  following
Due  Diligence  Documents are to be  delivered  by  Seller  at
Seller's expense (unless specifically designated herein to  be
obtained  by  Buyer), and such documents to be of  current  or
recent  date  and  certified to Buyer, or otherwise  the  most
recent of such item in Seller's possession:

     a)   A copy of Seller's existing Owner's Title Policy for the
        Property (with the coverage amount redacted);

     b)   An updated as-built ALTA survey (the "Survey"), certified
        to Buyer and Title Company, and in substantial accordance with
        the requirements set forth in Exhibit "B" attached hereto.  At
        Closing, or upon any earlier termination of the Agreement as
        provided herein, the Buyer shall reimburse Seller for all
        costs of obtaining the Survey in excess of $1,500;

     c)   A complete copy of the Lease, and any amendments thereto,
        including but not limited to amendments, assignments and/or
        letter agreements, and any current estoppel currently in
        Seller's possession;

     d)   The most recent Phase I environmental report covering the
        Property, if any, in Seller's possession;

     e)    If  in  Seller's possession, a copy of the Tenant's
        existing insurance policies or insurance certificate for the
        Property;

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

     g)    A  copy of the soils report, if any, if in Seller's
        possession;

     h)   If in Seller's possession, a copy of the Certificate of
        Occupancy from the governing municipality and, if in Seller's
        possession, Certificate of Substantial Completion executed by
        the project architect and/or general contractor for the
        improvements on the Property;

     i)    A  copy  of the existing final building  plans  and
        specifications for the improvements and a copy of any roof or
        other structural warranties for the improvements given
        following completion thereof, if in Seller's possession;

     j)   A copy of the most recent real estate tax statement for
        the Property;

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

     l)   Proposed Special Warranty Deed.

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

      After  receipt and review of the Due Diligence Documents
or  after Buyer's inspection of the Property, Buyer may cancel
this  Agreement  for  any reason, in its sole  discretion,  by
delivering a cancellation notice, return receipt requested, to
Seller  and Closing Agent on or before the expiration  of  the
Due  Diligence Period 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,  except
as  expressly  provided herein.  Such notice shall  be  deemed
effective upon receipt by Seller.

     If  notice  of termination is not given on or before  the
expiration of the Due Diligence Period, all such matters shall
be  deemed acceptable and all such conditions satisfied and/or
waived  and the right to termination under Article 8.01  shall
be  extinguished 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
Article  8.03;  or  except as otherwise set forth  herein,  in
which  case the Earnest Money shall be retained by the Closing
Agent  pending  receipt of instructions  for  the  disposition
thereof executed by Buyer and Seller.

     8.02 Form of Closing Documents.  Prior to the end of  the
Due  Diligence  Period, Seller shall,  at  its  sole  expense,
provide to Buyer the following documents, and Seller and Buyer
shall  agree  on  the form of the following  documents  to  be
delivered to Buyer on the Closing Date by Seller as set  forth
in Article 14 hereof:

     (a)  Special Warranty Deed;

     (b)  Seller's Affidavit;

     (c)  FIRPTA Affidavit;

     (d)  Assignment and Assumption of the Lease, wherein Seller
          shall indemnify Buyer from and against any and all obligations
          accruing under the Lease prior to the Closing Date and Buyer
          shall indemnify Seller from and against any and  all
          obligations accruing under the Lease from and after the
          Closing Date; and

     (e)  Estoppel from Tenant, in a form reasonably satisfactory
          to Buyer and consistent with the requirements in the Lease.

In  the  event  that  Seller and Buyer  do  not  reach  mutual
agreement  on  the form of the above described  documents  (a)
through (e) prior to the end of the Due Diligence Period, this
Agreement may be terminated by either Seller or Buyer and  the
Earnest  Money  shall  be  returned  in  full  to  the   Buyer
immediately and neither party shall have any further duties or
obligations  to  the  other  hereunder,  except  as  expressly
provided herein.

      8.03  Adverse Change Due Diligence Documents and Adverse
Change Review Period.  As soon as available, but in any  event
no  later  than at least ten (10) business days prior  to  the
Closing  Date  (the  "Adverse Change Review  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  (collectively,  if any,  the  "Adverse  Change  Due
Diligence Documents").

     Buyer shall have ten (10) business days to examine and to
accept all of the above-described Adverse Change Due Diligence
Documents.   After Buyer's receipt and review of  the  Adverse
Change   Due  Diligence  Documents,  Buyer  may  cancel   this
Agreement if any of the Adverse Change Due Diligence Documents
are  not  acceptable  to  Buyer, in its  sole  discretion,  by
delivering  a  cancellation notice,  as  provided  herein,  to
Seller  and  Closing  Agent prior to the end  of  the  Adverse
Change  Review  Period. Such notice shall be deemed  effective
upon receipt by Seller. If 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,  except
as expressly provided herein.

      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 or Adverse Change Due Diligence Documents after  the
date of such document and prior to Closing.

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

     9.  Closing Costs. Seller shall pay the following costs of
Closing:  any transfer taxes and/or transfer fees, any  escrow
fees  charged by the Title Company, the recording fee for  the
Special Warranty Deed, the recording fees for any documents or
instruments necessary to cure any title objections  raised  by
the  Buyer that the Seller has agreed to cure, a brokerage fee
in  the amount of $40,000 payable to J.L. Nelms Real Estate by
Seller, the basic premium of the Owner's Title Policy, and any
of  the costs of the updating and certifying all Due Diligence
Documents  unless otherwise designated herein to  be  paid  by
Buyer.  Buyer  shall pay the following costs of  Closing:  the
recording costs for any other documents Buyer requires  to  be
recorded other than those specified in the preceding sentence,
and  the  fees or premiums to obtain any endorsements  to  the
Owner's  Title  Policy requested or required  by  Buyer.  Each
party  will  pay  its  own  attorneys'  fees  to  close   this
transaction.

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

      In the event Tenant 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.

     11.   Prorations.  The Buyer and the Seller,  as  of  the
Closing  Date,  shall prorate all rent due  under  the  Lease.
Further, to the extent there are any ad valorem taxes, utility
charges, or other expenses relative to the Property which  are
not  paid  by  the Tenant pursuant to the Lease, all  of  such
items  shall  also  be  prorated  between  Buyer  and  Seller,
effective  as  of  the  Closing  Date.  To  the  extent   that
information  for  such rent proration or any other  applicable
charges  or expenses are not available on the Closing Date  or
if the actual amount of such rent or other 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 rent or other applicable charges or expenses.
The  parties  agree  to  make such  reprorations  as  soon  as
possible  after the actual amount of rent or other charges  or
expenses prorated at Closing become available.  This provision
and  the  respective obligations of the parties shall  survive
Closing.

     12.   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, and those matters disclosed  in
          the   materials  delivered  to  Buyer  pursuant   to
          Articles  6  and  8, 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
          Tenant, 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 Special 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)   The  Property  is  in good condition,  substantially
          undamaged  by fire and other hazards,  and  has  not
          been   made   the   subject  of   any   condemnation
          proceeding;

     (f)  The use and operation of the Property now is in full
          compliance with applicable local, state and  federal
          laws, ordinances, regulations and requirements,  and
          Seller  has not caused, and has no notice  that  the
          Property  is in violation of, any federal, state  or
          local  law,  ordinance  or  regulation  relating  to
          industrial   hygiene   or   to   the   environmental
          conditions,   on,  under  or  about  the   Property,
          including,  but not limited to, soil and groundwater
          conditions;

     (g)  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;

     (h)  The   transaction  contemplated  herein   does   not
          represent a fraudulent conveyance by Seller; and

     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 material  adverse  change  in  its
representation and warranties prior to the Closing  Date,  the
Buyer shall get five (5) business days to review such material
adverse  change  and terminate this 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 for a
period of one (1) year, after which time they shall expire and
terminate and be of no further force and effect.

     13.    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  for a period of one (1) year, after which  time  they
shall  expire  and  terminate and be of no further  force  and
effect.

     14.  Closing.

     (a)   On  or  before the Closing Date, with  simultaneous
copy  to  Buyer,  Seller will deposit  into  escrow  with  the
Closing Agent the following documents on or before the Closing
Date:

     (1)  A Special Warranty Deed conveying title to the Property
          to Buyer, in form and substance as agreed to between Seller
          and Buyer during the Due Diligence Period;

     (2)  Estoppel letter from Tenant, in form and substance as
          agreed to between Seller and Buyer during the Due Diligence
          Period;

     (3)  Affidavit of Seller, in form and substance as agreed to
          between Seller and Buyer during the Due Diligence Period;

     (4)  FIRPTA Affidavit, in form and substance as agreed to
          between Seller and Buyer during the Due Diligence Period;

     (5)  Seller's counterpart to the Assignment and Assumption of
          the Lease, in form and substance as agreed to between Seller
          and Buyer during the Due Diligence Period;

     (6)  The  original  Lease, and any and all  documentation
          modifying he Lease, including but not limited, assignments,
          amendments, and letter agreements;

     (7)  Tenant's  Certificate of Insurance naming  Buyer  as
          additional insured and/or loss payee, as required by the
          Lease;

     (8)  A  down-dated title commitment for an owner's  title
          insurance policy, reflecting only permitted exceptions
          approved (or deemed approved) by Buyer during the Due
          Diligence Period and including all endorsements required by
          Buyer; and

     (9)  Copies of any and all certificates, permits, licenses and
          other authorizations of any governmental body or authority, if
          any, which are in the possession of Seller and are necessary
          to permit the use and occupancy of the improvements.

     (b)   On  or before the Closing Date, Buyer will  deposit
into  escrow  with  the Closing Agent the following:   i)  the
Purchase Price; and ii) its counterpart to the Assignment  and
Assumption of Lease.

     (c)   Both  parties will sign and deliver to the  Closing
Agent  any other documents reasonably required by the  Closing
Agent and/or the Title Company.

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

     (a)  Seller  fails to comply with any of the terms hereof
          in any material respect;

     (b)  A   default   exists   in  any  material   financial
          obligation of Seller or the Tenant;

     (c)  Any   representation  made  or  contained   in   any
          submission  from  Seller or  in  the  Due  Diligence
          Documents, proves to be untrue, substantially  false
          or  misleading in any material respect at  any  time
          prior to the Closing Date;

     (d)  There  has  been a material adverse  change  in  the
          financial  condition of Tenant 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
          Tenant  which  affects its ability to perform  under
          the Lease;

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

     (f)  Seller  or Tenant shall be dissolved, liquidated  or
          wound up;

     (g)  Notice  of  termination given by Buyer  pursuant  to
          Articles 6, 7, 8, 12, 16 or 18 hereof.

     16.   Damages, Destruction and Eminent Domain.  If, prior
to the Closing Date, the Property, or any part thereof, should
be  destroyed or further damaged by fire, the elements, or any
cause, due to events occurring subsequent to the date of  this
Agreement (which damage exceeds 10% of the Purchase  Price  of
the  Property or abates payment of rent by Tenant  or  renders
the Lease invalid), this Agreement shall terminate, at Buyer's
option, exercised by written notice to Seller within ten  (10)
business  days  after Buyer has received written  notice  from
Seller of said destruction or damage.  Seller, however,  shall
have the right to adjust or settle any insured loss until  (a)
all  contingencies  set forth in Article 8  hereof  have  been
satisfied, or waived; and (b) any period provided for above in
Article  8  hereof  for  Buyer  to  elect  to  terminate  this
Agreement  has  expired or Buyer has,  by  written  notice  to
Seller, waived Buyer's right to terminate this Agreement.   If
Buyer elects to proceed and to consummate the purchase despite
said damage or destruction, there shall be no reduction in  or
abatement  of the Purchase Price, and Seller shall  assign  to
Buyer  the  Seller's right, title and interest in and  to  all
insurance  proceeds resulting from said damage or  destruction
to the extent that the same are payable with respect to damage
to  the Property, subject to rights of the Tenant pursuant  to
the Lease.

      If  prior to Closing, the Property, or any part thereof,
is  taken  by eminent domain (which taking delays  payment  of
rent  by  the  Tenant  or  renders  the  Lease  invalid)  this
Agreement  shall  terminate,  at Buyer's  option,  by  written
notice  to  Seller and the Closing Agent, to be  given  within
three (3) business days after Buyer receives written notice of
such  eminent  domain.   If Buyer elects  to  proceed  and  to
consummate the purchase despite said taking, there shall be no
reduction  in, or abatement of, the Purchase Price and  Seller
shall  assign  to  Buyer  all the Seller's  right,  title  and
interest  in  and  to any award made, or to be  made,  in  the
condemnation proceeding, subject to the rights of  the  Tenant
pursuant to the Lease.

      In  the event that this Agreement is terminated by Buyer
as  provided  above, the Earnest Money shall  be  returned  to
Buyer  immediately after execution by Buyer of such  documents
reasonably  requested  by Seller to evidence  the  termination
hereof.

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

If to Seller:
               VR Partners I, LP
               c/o Mr. Bill DeMuth
               13355 Noel Road LB28
               Suite 571
               Dallas, Texas 75240
               Phone:  (972) 627-3777
               Fax:  (972) 628-3778
               Email: bill.demuth@sbcglobal.net

With a copy to:

               Robert M. Allen, Esq.
               Clements, Allen, Woods & Margolis, P.C.
               15303 Dallas Parkway, Suite 1050
               Addison, Texas 75001
               Phone: (972) 991-2600
               Fax: (972) 991-2601
               Email: rallen@clementsallen.com

If to Buyer:
               AEI Fund Management, Inc.
               1300 Wells Fargo Center
               30 E. 7th Street
               St. Paul, Minnesota 55101
               Attention:  George Rerat, Director of Acquisitions
               Phone No.: (651) 227-7333
               Fax:  (651) 227-7705
               Email:  grerat@aeifunds.com

With a copy to:

               Michael Daugherty
               Daugherty Law Firm
               30 East Seventh Street, Ste 1300
               St. Paul, Minnesota 55101
               Phone:  (612) 720-0777
               Fax:  (612) 677-3181
               E-Mail: mbdlaw@usinternet.com

     18.  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, seek to enforce specific performance
of  any  requirements to be performed by Seller, or  terminate
this  Agreement  and receive its Earnest Money  back  in  full
immediately. If this Agreement does not close by  the  Closing
Date  due  to  no fault of Seller, then Buyer  shall  pay  its
required portion of the cost of the Survey, the Closing  Agent
shall release all Earnest Money to Seller, this Contract shall
terminate  and  the  parties shall have no further  duties  or
obligations hereunder, except as expressly provided herein.

     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.   Seller shall pay any and all real estate commissions due
and  payable to any broker claiming commission by and  through
its representation of Seller. Buyer shall indemnify Seller and
hold   Seller  harmless  from  any  commissions,  claims   for
commissions  or  similar fees arising out of this  transaction
and based on actions of the Buyer.

     e.   Buyer acknowledges that Seller may utilize the sale of
the Property as part of a tax deferred exchange transaction in
accordance with Section 1031 of the Internal Revenue  Code  of
1986,  as amended, and the regulations promulgated thereunder.
Buyer  shall  cooperate  with  Seller  in  effectuating   such
exchange  transaction, so long as Buyer  is  not  required  to
incur any liability in connection with such exchange and  such
exchange  does  not  operate  to delay  the  Closing  required
hereunder.

      Buyer is submitting this offer by signing a copy of this
Agreement and delivering it to Seller.  Seller has until  5:00
p.m.  on  January 26, 2006 within which time  to  accept  this
offer  by  signing and returning this Agreement to Buyer.  For
all  purposes  under this Agreement, facsimile  signatures  by
either  party  hereto  shall be deemed effective  as  original
signatures  by such party for all purposes. When  executed  by
both  parties, this Agreement will be a binding agreement  for
valid and sufficient consideration which will bind and benefit
Seller, Buyer and their respective successors and assigns.


          [SIGNATURES ARE TO FOLLOW ON THE NEXT PAGE]

      IN  WITNESS WHEREOF, Seller and Buyer have executed this
Agreement effective as of the date last set forth below.


SELLER:

VR PARTNERS I, L.P.
By: VR Partners, Inc., General Partner


By: /s/ William DeMuth
        William DeMuth, President

Date of Execution:  January 31, 2006

[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.
         SIGNATURES TO CONTINUE ON THE FOLLOWING PAGE]

BUYER:

AEI FUND MANAGEMENT, INC.

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

Date of Execution: January 30, 2006




                          EXHIBIT "A"

                       LEGAL DESCRIPTION



Being  a  tract of land situated in the R. Bethurum  Survey,
Abstract No. 170, Dallas County, Texas, and being a part  of
that  tract  of  land conveyed from Annie  Hanby  to  George
Venner  and wife, Patricia Paschall Venner, by deed recorded
in  Volume  4740,  Page  150, Deed Records,  Dallas  County,
Texas, and being all that tract of land
conveyed from Herbert Dale Heflin and wife, gala Jean to Jack
Motley and wife, Alice N. motley by deed recorded in Volume
5727, Page 41, Deed Records, Dallas County, Texas and further
being all of Lot 3, Block 2 of Belt Line U.S. BO Addition, an
addition to the City of Mesquite, Dallas County, Texas,
according to the plat thereof recorded in Volume 98001, Page
61, Map Records, Dallas County, Texas, said tract being more
particularly described as follows:

BEGINNING  at  a  1/2 inch iron rod found for  the  Southeast
corner  of  said Venner tract and at an inside ell corner  of
that  tract  of land owned by the City of Dallas, said  point
being the Southeast corner of said Lot 3;

THENCE North 87 degrees 53 minutes 52 second; Went, along the
South  line  of  said  Lot  3, passing  at  330.64  feet  the
Southeast corner of said Motley tract and continuing a  total
distance of 530,64 feat to a 1/2 inch iron rod found for  the
East RQ line of Beltline Road;

THENCE North 02 degrees 08 minutes 49 seconds East, along
said East ROW line a distance of 302.69 feet to a 1/2 inch
iron rod set at the Northwest corner of said Motley tract
and said Lot 3;

THENCE  South 87 degrees 27 minutes 35 minutes East along  the
North  line of said Lot 3, a distance of 200.12 feet to a  1/2
inch iron rod found at the Northeast corner of the said Motley
tract and at an angle point in the North line of said Lot 3/

THENCE South 87 degrees 53 minutes 52 seconds last, a distance
of 338.13 feet to a 1/2 inch iron rod found in the East line
of the said Venner tract and at the Northeast corner of said
Lot 3;

THENCE South o3 degrees 35 minutes 36 seconds West, along  the
East line Of said Lot 3 a distance of 301.27 feet to the Point
of  Beginning and containing 161,108 square feet or 3.70 acres
of land.