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 INCOME & GROWTH  FUND
25 LLC, a Delaware limited liability company.

     WITNESSETH, that:

      WHEREAS, on the 4th day of November, 2005, Assignor  entered
into  a Commercial Purchase and Sale Contract (referred to as  the
"Agreement") for that certain property located at 5825 East  Ruben
Torres Blvd., Brownsville, Texas (the "Property") with Meyer-Lamph
Development  Group, Ltd.,  Texas limited partnership,  as  Seller;
and

      WHEREAS, Assignor desires to assign to AEI Income  &  Growth
Fund  25  LLC   ("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 INCOME & GROWTH FUND 25 LLC,
a Delaware limited liability company

By:  AEI Fund Management XXI, Inc.,
     a Minnesota corporation, its Managing Member


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   4   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  5825 East Ruben Torres Boulevard in the
 City of Brownsville, 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  February 7  , 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 Forty Four Thousand, Five Hundred
      Dollars($1,544,500) (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  Sellers
     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, itemizinq 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;

               0) 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;

               I) 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.


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;

          I) 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

          0)  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 ne
     cessary 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 term
     ination 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
          Sellers 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, Pagel 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:


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   Meyer-Lamph Development
       Seller: 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  AEI Fund Management, Inc.
       Buyer: 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: qrerat@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: mbdlawusinternet.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 OM M TTED.


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 Buyers 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 11, 2005. Unless, within 5 business days after the
      date of execution of this Contract by the first party, this
      Contract is accepted by the other party by signing the offer
      and delivering a fully executed copy to the first party, the
      offer of this Contract will be deemed automatically
      withdrawn, and the Earnest Money, if any, will be promptly
      returned to Purchaser.


SELLER:

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

By:  /s/ Dale Meyer
Name     Dale Meyer
Its:  President
Date: November 7th, 2005



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BUYER:

AEI FUND MANAGEMENT, INC a
Minnesota corporation

By: /s/ Robert P Johnson
Name:  Robert P Johnson

Title: President
Date: November 10, 2005




                                  EXHIBIT A
                             Legal Description

LOT TWO (2) BLOCK ONE (1) M-L 802 AND 48 SUBDIVISION, A SUBDIVISION IN THE
CITY OF BROWNSVILLE, CAMERON COUNTY TEXAS, ACCORDING TO THE MAP THEREOF
RECORDED IN CABINET 1, SLOT 2501 B MAP RECORDS OF CAMERON COUNTY, TEXAS