ASSIGNMENT
                             OF
                     PURCHASE AGREEMENT

      THIS ASSIGNMENT made and entered into this 19th day of
August  2003,  by and between AEI FUND MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI INCOME &  GROWTH
FUND   XXII   LIMITED   PARTNERSHIP,  a  Minnesota   limited
partnership ("Assignee");

     WITNESSETH, that:

      WHEREAS,  on  the 25th of July 2003, Assignor  entered
into a Purchase Agreement ("the Agreement") for that certain
property know as a Garden Ridge store located at 16778  I-45
South,  Conroe,  TX  77384 (the "Property") with  Cypress/GR
Woodlands I, LP as Seller/Lessee; and

     WHEREAS, Assignor desires to assign an undivided thirty-
two percent (32.0%) of its rights, title and interest in, to
and under the Agreement to Assignee as hereinafter provided;

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

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

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

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

AEI FUND MANAGEMENT, INC.
("Assignor")


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

AEI INCOME & GROWTH FUND XXII
LIMITED PARTNERSHIP ("Assignee")

BY: AEI FUND MANAGEMENT XXI, INC.


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




                       PURCHASE AGREEMENT

     This  PURCHASE AGREEMENT (the "Agreement"), is entered  into
effective as of the 25 of July, 2003 (the date this Agreement  is
executed by the latter of Buyer and Seller).

     l.    Parties. Seller is Cypress/GR Woodlands I,  LP,  which
owns  an undivided 100% interest in the fee title to that certain
real  property legally described in the attached Exhibit "A" (the
"Property"). Buyer is AEI Fund Management, Inc., or  its  assigns
(being  an affiliate of Buyer).  Seller wishes to sell and  Buyer
wishes to buy the Property.

     2.    Property.  The Property to be sold to  Buyer  in  this
transaction consists of an undivided 100% interest the  Property.
Seller owns no interest in any personalty in connection with  the
Property.

     3.   Purchase Price. The purchase price for this Property is
$8,195,960,   all   cash,   plus   $100   non-refundable   Option
consideration,  payable  directly to  Seller  upon  both  parties
having signed this Agreement.

     4.    Terms.   The purchase price for the Property  will  be
paid by Buyer as follows:

          (a)   When  this  agreement  is  executed,  Buyer  will
deposit  $50,000  with  the Title Company  (hereinafter  defined)
(which  shall  be deposited into escrow according  to  the  terms
hereof)  by  wire  transfer or delivery  of  a  cashier's  check,
immediately  available federal funds (the "First Payment").   The
First  Payment will be credited against the purchase  price  when
and if escrow closes and the sale is completed.

          (b)   Buyer  will deposit the balance of  the  purchase
price,  (the "Second Payment") into escrow in sufficient time  to
allow escrow to close on the closing date.

     5.    Closing  Date.  Escrow shall close on or before  sixty
(60) days from the effective date hereof.

     6.    Due Diligence. Buyer will have until the expiration of
thirty  (30) days from the effective date hereof to conduct  such
investigation into the Property as Buyer shall deem necessary and
appropriate to satisfy itself regarding each item, the  Property,
and  this transaction ("Site Inspection Period"). Seller, subject
to  the  provisions  of  the Lease, shall permit  Buyer  and  its
authorized agents and representatives to enter upon the  Property
at  all  reasonable times during normal business hours to inspect
and  conduct  reasonably necessary tests which  are  approved  in
writing  by  Seller,  which approval shall  not  be  unreasonably
withheld.   Buyer  shall  notify  Seller,  in  writing,  of   its
intention, or the intention of its agents or representatives,  to
enter the Property at least forty-eight (48) hours prior to  such
intended entry, and obtain Seller's prior written consent to  any
tests to be conducted thereon.  Buyer shall bear the cost of  all
such  inspections and tests.  Buyer agrees to indemnify and  hold
Seller and Tenant (hereinafter defined) harmless for any loss  or
damage  to the Property or persons caused by Buyer or its  agents
arising  out  of  such  physical  inspections  of  the  Property.
Subject  to Section 16 hereof, unless Buyer shall terminate  this
Agreement  in  writing  prior  to  the  expiration  of  the  Site
Inspection  Period, this site inspection contingency  to  Buyer's
obligations hereunder shall be deemed satisfied.

     Within  five  (5)  business days after the  effective  date,
Seller shall deliver the following items to Buyer.

          (a)   One copy of a title insurance commitment  for  an
Owner's Title insurance policy (see Section 8 below).

          (b)  A copy of a Certificate of Occupancy or other such
document   certifying  completion  and  granting  permission   to
permanently  occupy the improvements on the Property  as  are  in
Seller's possession.

          (c)   A  copy  of an "as built" survey of the  Property
done concurrent with Seller's acquisition of the Property, if  in
Seller's possession.

          (d)   A copy of any Phase I Environmental Report on the
Property, if in Seller's possession.

          (e)   A  copy  of the Lease (as further  set  forth  in
Section  11(a)  below)  of the Property  and  Guaranty,  if  any,
accompanied by such tenant financial statements as may have  been
provided most recently to Seller by the Tenant and/or Guarantors.
True  and correct copies of the Lease and all amendments  thereto
as well as the Guaranty are in AEI's Possession.

          (f)   Copies of all warranties relating to construction
and maintenance of the Property as are in Seller's possession;

          (g)   A  copy of the Plans and Specifications  for  the
Improvements   on  the  Property  and  a  certified   architect's
certification   as   to  the  substantial   completion   of   the
improvements on the Property having been completed in  accordance
with  local  code  and  the  Plans  and  Specifications  for  the
improvements.

     Buyer  may cancel this Agreement for ANY REASON in its  sole
discretion  by  delivering a cancellation notice, return  receipt
requested,  to Seller and escrow holder before the expiration  of
the Site Inspection Period. Such notice shall be deemed effective
only  upon  receipt by Seller. If this Agreement is not cancelled
as  set  forth  above, the First Payment shall be  non-refundable
unless Seller shall default hereunder.

     If  Buyer  cancels  this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under  the first paragraph  of  Section  6  of  this
Agreement  (which will survive), Buyer (after execution  of  such
documents   reasonably  requested  by  Seller  to  evidence   the
termination  hereof)  shall be returned its  First  Payment,  and
Buyer  will have absolutely no rights, claims or interest of  any
type  in  connection  with  the  Property  or  this  transaction,
regardless of any alleged conduct by Seller or anyone else.

     Unless  this Agreement is canceled by Buyer pursuant to  the
terms  hereof, if Buyer fails to make the Second Payment,  Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller  may, at its option, retain the First Payment and  declare
this Agreement null and void, in which event Buyer will be deemed
to  have  canceled  this Agreement, or Seller  may  exercise  its
rights  under  Section  14  hereof.  If  this  Agreement  is  not
canceled  and the First Payment and the Second Payment  are  made
when  required, all of Buyer's conditions and contingencies  will
be deemed satisfied.

     7.    Escrow.  Escrow shall be opened by  Seller  and  funds
deposited  in  escrow upon acceptance of this Agreement  by  both
parties. The escrow holder will be Republic Title of Texas, Inc.,
2626  Howell Street, 10th Floor, Dallas, Texas 75204, Attn: Becky
Etter  as  agent for First American Title Insurance Company  (the
"Title  Company" or "Escrow Holder").  A copy of  this  Agreement
will  be delivered to the escrow holder and will serve as  escrow
instructions   together   with  the  escrow   holder's   standard
instructions  and  any additional instructions  required  by  the
escrow  holder to clarify its rights and duties. If there is  any
conflict  between  these other instructions and  this  Agreement,
this Agreement will control.

     8.    Title. Closing will be conditioned on the agreement of
the  Title Company to issue an Owner's Policy of Title Insurance,
dated  as  of  the  close of escrow, in an amount  equal  to  the
purchase  price, insuring that Buyer will own insurable title  to
the  Property  subject  only  to: the  title  company's  standard
exceptions;  current real property taxes and assessments;  survey
exceptions; the rights of parties in possession pursuant  to  the
lease   defined  in  Section  11  below;  all  of  the  Permitted
Exceptions (hereinafter defined).

     Buyer  shall be allowed five (5) business days after receipt
of  said  commitment  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  objection,  provided
Seller  shall  be  under  no obligation  to  do  so,  or  in  the
alternative  to obtain a commitment for insurable title  insuring
over  Buyer's  objections.  If, within the time specified,  Buyer
does  not  deliver  notice of its objections, all  title  matters
shall  be deemed approved.  If, within the time specified, Seller
does  not  have  each  such objectionable  exception  removed  or
corrected,  Buyer  must,  prior to the  expiration  of  the  Site
Inspection  Period, as its sole and exclusive remedy, either  (i)
terminate this Agreement, in which event this Agreement,  without
further  action of the parties, shall become null  and  void  and
neither party shall have any further rights or obligations  under
this Agreement, or (ii) elect to accept title to the Property  as
it  then  exists,  without reduction to the Purchase  Price.   If
Buyer  fails to timely make either such election, Buyer shall  be
deemed  to  have  elected option (ii).  If Buyer terminates  this
Agreement prior to the expiration of the Site Inspection  Period,
Buyer's First Payment will be returned (after execution by  Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof) and this Agreement shall be null and void and
of  no  further  force and effect.  Seller has no  obligation  to
spend any funds or make any effort to satisfy Buyer's objections,
if any.

     As  used  in this Agreement, the term "Permitted Exceptions"
shall mean all matters either shown on the Survey or in the Title
Commitment, and all matters which Purchaser has accepted  or  has
been deemed to accept.

     9.    Closing  Costs.   Seller will pay one-half  of  escrow
fees, all recording fees, transfer taxes and clerk's fees imposed
upon  the recording of the deed, and all of the cost of the basic
premium   for  the  title  insurance  policy  and  any  brokerage
commissions  payable to broker(s) representing Seller,  including
but  not  limited  to Staubach Retail Services,  Progressive  NNN
Properties,  and Terrace Associates.  Seller will pay  the  basic
premium for a Standard TLTA Owners Title Insurance Policy in  the
full  amount  of the purchase price.  Buyer will pay one-half  of
all  recording fees, transfer taxes and clerk's fees imposed upon
the  recording  of the deed, one-half of the escrow  fees.   Each
party will pay its own attorney's fees and costs to document  and
close this transaction.


     10.  Real Estate Taxes, Special Assessments and Prorations.

          (a)  Because  the Property is subject to a  triple  net
lease  (as  further  set forth in Section 11(a)(i),  the  parties
acknowledge  that there shall be no need for a  real  estate  tax
proration.  However, Seller warrants that all real  estate  taxes
and  installments of special assessments due and payable  in  all
years prior to the year ofClosing have been paid in full.  Unpaid
real   estate  taxes  and  unpaid  levied  and  pending   special
assessments  existing  on  the  date  of  Closing  shall  be  the
responsibility  ofBuyer,  pro-rated,  however,  to  the  date  of
closing  for  the  period prior to closing.   Taxes  and  special
assessments  prior  to  closing shall be  the  responsibility  of
Seller,  if  Tenant shall not pay the same. Buyer shall  likewise
pay  all taxes due and payable in the year after Closing and  any
unpaid installments of special assessments payable therewith  and
thereafter, if such unpaid levied and pending special assessments
and real estate taxes are not paid by any tenant of the Property.

     (b)   All incomeand all operating expenses from the Property
     shall  be prorated between the parties and adjusted by  them
     as  of the date of Closing.  Seller shall be entitled to all
     income  earnedand  shall  be responsible  for  all  expenses
     incurred  prior to the date of Closing, and Buyer  shall  be
     entitled  to all income earned and shall be responsible  for
     all  operating expensesof the Property incurred on and after
     the date of closing.


11.  Seller's Representation and Agreements.

     (a)  Seller represents and warrants as of this date that:

     (i)  Except for the Lease Agreement in existence between Seller
          (as Lessor) and Garden Ridge, L.P.(as Tenant), dated July 13,
          2000 (the "Lease"), Seller is not aware of any leases of the
          Property.

     (ii) It is not aware of any pending litigation or condemnation
          proceedings against the Property or Seller's interest in the
          Property.

     (iii)      Except  as previously disclosed to Buyer  and  as
          permitted in paragraph (b) below, Seller is not aware of any
          contracts Seller has executed that would be binding on Buyer
          after the closing date.

     (b)   Provided  that  Buyer performs  its  obligations  when
     required, Seller agrees that it will not enter into any  new
     contracts that would materially affect the Property  and  be
     binding  on  Buyer  after the Closing Date  without  Buyer's
     prior consent, which will not be unreasonably withheld.

12.  Disclosures.

     (a)   Seller  has  not received anynotice of  any  material,
     physical,  or mechanical defects of the Property,  including
     without limitation, the plumbing, heating, air conditioning,
     ventilating, and electrical systems. To the best of Seller's
     knowledge  without  inquiry, all  such  items  are  in  good
     operating  condition and repair and in compliance  with  all
     applicable   governmental,  zoning,  and  land   use   laws,
     ordinances,  regulations and requirements. If  Seller  shall
     receive any notice to the contrary prior to Closing,  Seller
     will inform Buyer prior to Closing.

     (b)   Seller  has not received any notice that the  use  and
     operation  of  the Property is not in full  compliance  with
     applicable  building codes, safety, fire, zoning,  and  land
     use  laws,  and  other applicable local, state  and  federal
     laws,  ordinances, regulations and requirements.  If  Seller
     shall  receive any notice to the contrary prior to  Closing,
     Seller will inform Buyer prior to Closing.

     (c)   Seller  knows  of no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  the  Tenant from using and operating  the  Property
     after  the  Closing in the manner in which the Property  has
     been  used and operated prior to the date of this Agreement.
     If  Seller shall receive any notice to the contrary prior to
     Closing, Seller will inform Buyer prior to Closing.

     (d)  Seller has not received any notice that the Property is
     in  violation of any federal, state or local law, ordinance,
     or   regulations  relating  to  industrial  hygiene  or  the
     environmental  conditions on, under, or about the  Property,
     including,   but  not  limited  to,  soil,  and  groundwater
     conditions.  To the best of Seller's knowledge, 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.   Buyer agrees that  Seller  will  have  no
     liability  of  any  type  to Buyer  or  Buyer's  successors,
     assigns,  or  affiliates in connection  with  any  Hazardous
     Materials  on  or  in  connection with the  Property  either
     before  or  after  the Closing Date, except  such  Hazardous
     Materials on or in connection with the Property arising  out
     of  Seller's gross negligence or intentional misconduct.  If
     Seller  shall  receive any notice to the contrary  prior  to
     Closing, Seller will inform Buyer prior to Closing.

     (e)   BUYER AGREES THAT IT SHALL BE PURCHASING THE  PROPERTY
     IN  ITS  THEN PRESENT CONDITION, AS IS, WHERE IS, AND SELLER
     HAS  NO  OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS
     THEREON  OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY,
     EXCEPT  AS  EXPRESSLY  PROVIDED HEREIN.   SELLER  AGREES  TO
     INDEMNIFY  BUYER FOR ANY CLAIM RISING OUT OF THE PERFORMANCE
     OF  LANDLORD'S  WORK UNDER THE LEASE PRIOR TO  THE  DATE  OF
     CLOSING.

     (f)    BUYER  ACKNOWLEDGES  THAT,  HAVING  BEEN  GIVEN   THE
     OPPORTUNITY  TO  INSPECT  THE PROPERTY  AND  SUCH  FINANCIAL
     INFORMATION  ON THE LESSEE AND GUARANTORS OF  THE  LEASE  AS
     BUYER   OR  ITS  ADVISORS  SHALL  REQUEST,  IF  IN  SELLER'S
     POSSESSION, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION
     OF  THE  PROPERTY  AND  NOT ON ANY INFORMATION  PROVIDED  BY
     SELLER OR TO BE PROVIDED EXCEPT AS SET FORTH HEREIN.   BUYER
     FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE
     PROVIDED  BY  SELLER WITH RESPECT TO THE  PROPERTY,  TO  THE
     LESSEE, AND TO THE GUARANTORS OF LEASE WAS OBTAINED  FROM  A
     VARIETY   OF  SOURCES  AND  SELLER  NEITHER  (A)  HAS   MADE
     INDEPENDENT   INVESTIGATION   OR   VERIFICATION   OF    SUCH
     INFORMATION,  OR  (B) MAKES ANY REPRESENTATIONS  AS  TO  THE
     ACCURACY  OR  COMPLETENESS  OF SUCH  INFORMATION  EXCEPT  AS
     HEREIN SET FORTH.  THE SALE OF THE PROPERTY AS PROVIDED  FOR
     HEREIN  IS  MADE  ON AN "AS IS" BASIS, AND  BUYER  EXPRESSLY
     ACKNOWLEDGES  THAT, IN CONSIDERATION OF  THE  AGREEMENTS  OF
     SELLER  HEREIN,  EXCEPT  AS OTHERWISE  SPECIFIED  HEREIN  IN
     PARAGRAPH 11(A) AND (B) ABOVE AND THIS PARAGRAPH 12,  SELLER
     MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,  OR
     ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED  TO,
     ANY  WARRANTY  OF  CONDITION,  HABITABILITY,  TENANTABILITY,
     SUITABILITY  FOR  COMMERCIAL PURPOSES,  MERCHANTABILITY,  OR
     FITNESS  FOR  A  PARTICULAR  PURPOSE,  IN  RESPECT  OF   THE
     PROPERTY.

     The provisions (d) - (f) above shall survive Closing.

13.  Closing.

     (a)        Before the closing date, Seller will deposit into
     escrow an executed special warranty  deed  warranting  title
     against lawful claims by, through,or under a conveyance from
     Seller,  but not further or otherwise,  conveying  insurable
     title of the  Property  to  Buyer,  subject to the Permitted
     Exceptions contained in  Section  8  above. Seller will also
     deliver  an  Estoppel Certificate  certified by Lessee as to
     the absence  of  known defaults by Landlord and Tenant under
     the Lease.

     (b)       On or  before the closing date, Buyer will deposit
     into escrow: the balance of the Purchase Price when required
     under  Section  4;  any  additional  funds required of Buyer
     (pursuant to this agreement  or any other agreement executed
     by Buyer) to close escrow.  Both parties will deliver to the
     escrow holder any other documents reasonably required by the
     escrow holder to  close escrow.

     (c)   On  the  closing date, if escrow is in a  position  to
     close,  the  escrow  holder will: record  the  deed  in  the
     official  records  of  the  county  where  the  Property  is
     located;  cause  the title company to commit  to  issue  the
     title  policy; immediately deliver to Seller the portion  of
     the  purchase price deposited into escrow by cashier's check
     or  wire  transfer  (less debits and  prorations,  if  any);
     deliver  to  Seller  and Buyer a signed counterpart  of  the
     escrow  holder's certified closing statement  and  take  all
     other actions necessary to close escrow.

14.   Defaults.  If Buyer defaults, Buyer will forfeit all rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer. In addition, Seller shall retain all remedies available to
Seller at law or in equity.

      If  Seller shall default,Seller will forfeit all rights and
claims and Buyer will be relieved of all obligations and will  be
entitled  to the prompt return of all monies heretofore  paid  by
the Buyer. In addition, Buyer shall retain all remedies available
to  Buyer  at law or in equity.  Provided, however,  that  in  no
event  shall Seller be liable for any punitive, consequential  or
speculative  damages  arising  out  of  any  default  by   Seller
hereunder.

15.  Buyer's Representations and Warranties.

     a.  Buyer represents and warrants to Seller as follows:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  Closing  or
     after  the  Closing,  any and all further  acts,  deeds  and
     assurances as Seller or the Title Company may require and be
     reasonable   in   order  to  consummate   the   transactions
     contemplated herein.

     (ii)   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 hereby.

     (iii)   To  Buyer's  knowledge, neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order  of  any  court or other agency of  government  having
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.

     (iv)  Buyer  represents that Buyer has dealt with  no  other
     broker other than Staubach Retail Services, Progressive  NNN
     Properties, and Terrace Associates and that any fees payable
     to them are payable by the Seller.

16.  Damages, Destruction and Eminent Domain.

     (a)   If, prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $10,000.00,  this Agreement shall become null and  void,  at
     Buyer's  option exercised, if at all, by written  notice  to
     Seller within ten (10) 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  (i)  all contingencies  set  forth  in
     Section  6 hereof have been satisfied, or waived;  and  (ii)
     any  ten-day  period provided for above in this Subparagraph
     16a  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 (pro-rata in relation to  the  Property)
     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 any Tenant of the Property.

     If  the cost of repair is less than $10,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in and to all insurance proceeds pro-rata in relation to the
     Property, subject to rights of any Tenant of the Property.

     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken by eminent domain, this Agreement  shall
     become null and void, at Buyer's option.  If Buyer elects to
     proceed  and to consummate the purchase despite said taking,
     there  shall  be  no  reduction in,  or  abatement  of,  the
     purchase  price,  and  Seller  shall  assign  to  Buyer  the
     Seller's  right,  title, and interest in and  to  any  award
     made, or to be made, in the condemnation proceeding pro-rata
     in relation to the Property, subject to rights of any Tenant
     of the Property.

      In the event that this Agreement is terminated by Buyer  as
provided  above  in  Subparagraph 16a or 16b, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof.)

17.  Cancellation

      If any party elects to cancel this Agreement because of any
breach  by another party or because escrow fails to close by  the
agreed date, the party electing to cancel shall deliver to escrow
agent a notice containing the address of the party in breach  and
stating that this Agreement shall be cancelled unless the  breach
is  cured within thirteen (13) days following the delivery of the
notice  to  the escrow agent.  Within threedays after receipt  of
such notice, the escrow agent shall send it by United States Mail
to the party in breach at the address contained in the Notice and
no  further notice shall be required. If the breach is not  cured
within  the  thirteen  (13) days following the  delivery  of  the
notice to the escrow agent, this Agreement shall be cancelled.

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 agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.

     (b)  Funds to be deposited or paid by Buyer must be good and
     clear  funds in the form of cash, cashier's checks  or  wire
     transfers.

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

     If to Seller:
                    Cypress/GR Woodlands I, L.P.
                    c/o Staubach Retail Services, Inc.
                    15601 Dallas Parkway, Suite 400
                    Addison, Texas 75201
                    Attn:     Christopher C. Maguire
                    Fax: (972) 361-5909
                    Email: cmaquire@staubach.com

     with  a  copy to:  Kane, Russell, Coleman & Logan, P.C.
                        3700 Thanksgiving Tower
                        1601 Elm Street
                        Dallas, Texas  75201
                        Attn:  Robert J. Riek
                        Fax: (214) 777-4299
                        Email: rriek@krcl.com




     If to Buyer:

          AEI Fund Management, Inc.
          Attn:  Robert P. Johnson, President
          1300 Minnesota World Trade Center
          Saint Paul, Minnesota  55101
          Fax: (651) 227-7705
          Email:    rjohnson@aeifunds.com

          (d)    Time  is of the essence in all things pertaining
to the performance of this Agreement.

          (e)    This  Agreement  may  be  executed  in  multiple
counterparts, each of which is to be deemed an original  for  all
purposes.  This Agreement may be executed by facsimile signature.

          (f)   In the event that any date or any period provided
for  in  this Agreement shall end on a Saturday, Sunday or  legal
holiday  in  the  state  defined  in  Section  11.6  hereof,  the
applicable date or period shall be extended to the first business
day following such Saturday, Sunday or legal holiday.

      When  accepted, this offer will be a binding agreement  for
valid  and  sufficient consideration which will bind and  benefit
Buyer, Seller and their respective successors and assigns.  Buyer
is  submitting  this offer by signing a copy of  this  offer  and
delivering it to Seller.  Seller has five (5) business days  from
receipt within which to accept this offer.

      This  Agreement  shall be governed by, and  interpreted  in
accordance with, the laws of the state of  Texas.


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


BUYER:    AEI FUND MANAGEMENT, INC.

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



     SELLER:   CYPRESS/GR WOODLANDS 1, L.P.

          By:  Cypress/GR Woodlands, Inc., general partner

          By:/s/ Christopher C Maguire
                 Christopher C. Maguire, President






                           EXHIBIT "A"
                    LEGAL DESCRIPTION OF LAND

A tract or parcel of land containing 9.9991 acres (435,562 square
feet) out of the George Taylor Survey, Abstract 555 and the James
McCambridge Survey, Abstract 390, Montgomery County,  Texas,  out
of  lands owned by The Woodlands Land Development Company, LP,  a
Texas limited partnership, by virtue of Memorandum of Merger  and
Ownership dated July 31, 1997 recorded in File No. 9747722 of the
Montgomery County Real Property Records, also being a portion  of
Restricted Reserve "A" of the Woodlands College Park Section  One
as  shown  on  a  plat recorded in Cabinet "M" Sheet  55  of  the
Montgomery County Map Records, said 9.9991 acre tract being  more
particularly  described by metes and bounds as follows  with  all
control referred to the 1927 Texas State Plane Coordinate System,
Lambert Projection, South Central Zone:

BEGINNING  at  a 5/8" iron rod with aluminum cap  found  for  the
southwest  corner of the herein described tract  having  a  Texas
State Plane Coordinate Value of X=3,117,868.40, Y=881,502.36  and
being SOUTH 86 degrees 18 minutes 01 seconds EAST, 1,770.91  feet
from  the  southwest corner of said James McCambridge Survey,  A-
390,  common to the northwest corner of the George Taylor Survey,
located in the east line of the Daniel F. Whillden Survey, A-640;

THENCE  NORTH 03 degrees 04 minutes 30 seconds WEST, 491.00  feet
to  a 5/8" iron rod with aluminum cap set at a point of curvature
and a northwest corner of the herein described tract;

THENCE NORTHEASTERLY along a curve to the right through a central
angle of 90 degrees 00 minutes 00 seconds to a 5/8" iron rod with
aluminum  cap set for a point of tangency and a northwest  corner
of  the  herein described tract, said curve having  a  radius  of
30.00 feet, an arc length of 47.12 feet, and a long chord bearing
NORTH 41 degrees 55 minutes 30 seconds EAST, 42.42 feet;

THENCE  NORTH 86 degrees 55 minutes 30 seconds EAST, 791.33  feet
to  a 5/8" iron rod with aluminum cap set at the northeast corner
of the herein described tract;

THENCE  SOUTH 06 degrees 23 minutes 00 seconds EAST, 521.87  feet
to  a  5/8"  iron  rod with aluminum cap found at  the  southeast
corner of the herein described tract;

THENCE  SOUTH 86 degrees 55 minutes 30 seconds WEST, 851.44  feet
to  the  POINT  OF  BEGINNING, containing 9.9991  acres  (435,562
square feet) of land.