ASSIGNMENT
                              OF
                      PURCHASE AGREEMENT


      AEI  Fund  Management,  Inc.,  a  Minnesota  corporation
("Assignor"), hereby assigns an undivided thirty-four  percent
(34%)  interest to AEI Income & Growth Fund 24 LLC, a Delaware
limited  liability company, an undivided thirty-three  percent
(33%)  interest  to  AEI  Income & Growth  Fund  XXII  Limited
Partnership, a Minnesota limited partnership, and an undivided
thirty-three  percent (33%) interest to AEI  Income  &  Growth
Fund   27   LLC,   a   Delaware  limited   liability   company
(collectively, "Assignee"), in that certain Purchase and  Sale
Agreement  between  Assignor and Ryan Companies  US,  Inc.,  a
Minnesota  corporation, dated August 7, 2008, with respect  to
property located in Lake Geneva, Wisconsin known as Best  Buy,
and  Assignee  hereby assumes all management  responsibilities
and obligations of Buyer thereunder.


                              ASSIGNOR:

                              AEI FUND MANAGEMENT, INC.,
                              a Minnesota corporation


                              By /s/ Patrick Keene
                                     Patrick Keene, Secretary/Treasurer



                              ASSIGNEE:

                              AEI Income & Growth Fund 24 LLC,
                              a Delaware limited liability
                              company

                              By: AEI Fund Management XXI, Inc.,
                                   a Minnesota corporation,
                                   Its managing member

                              By /s/ Patrick Keene
                                     Patrick Keene,Secretary/Treasurer


                              AEI Income & Growth Fund XXII
                              Limited Partnership, a Minnesota
                              limited partnership

                              By: AEI Fund Management XXI, Inc.,
                                   a Minnesota corporation,
                                   Its corporate general partner

                              By /s/ Patrick Keene
                                     Patrick Keene,Secretary/Treasurer


                              AEI Income & Growth Fund 27 LLC,
                               a Delaware limited liability
                               company

                              By: AEI Fund Management XXI, Inc.,
                                   a Minnesota corporation,
                                   Its managing member

                              By /s/ Patrick Keene
                                     Patrick Keene, Secretary/Treasurer






                  PURCHASE AND SALE AGREEMENT



      This  Purchase  and  Sale  Agreement  (the  "Agreement")
entered  into  as  of  this 7th day of August,  2008,  by  and
between RYAN COMPANIES US, INC., a Minnesota corporation  (the
"SELLER"),   and  AEI  FUND  MANAGEMENT,  INC.,  a   Minnesota
corporation, or its permitted assigns (the "BUYER").  The date
on   which  last  party  hereto  executes  this  Agreement  is
hereafter referred to as the "EFFECTIVE DATE".

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

     1.    PROPERTY.      Seller is the owner of a  parcel  of
real  property, with all improvements thereon, known generally
as  700  N.  Edwards  Blvd, Lake Geneva, Wisconsin,  currently
leased  for use as a Best Buy store, such property being  more
particularly legally described on EXHIBIT "A" attached  hereto
(collectively, the "PROPERTY").  The Property includes all  of
Seller's  rights  and interests in and to  all  buildings  and
other  improvements on or within the Property  or  appurtenant
thereto,    including   easements,   warranties,   guaranties,
indemnities,  and  covenants, other than  Seller's  status  as
"Approving  Party" under the Operation and Easement  Agreement
dated  October  5, 2006 (as amended by First  Amendment  dated
October  9,  2007, the "OEA") between Target  Corporation  and
Seller.   Seller wishes to sell and Buyer wishes  to  purchase
the Property on the terms and conditions set forth herein.

     2.    LEASE.   The Property is being sold subject  to  an
existing  Lease  of  the Property, dated  February  27,  2007,
(together, collectively the "LEASE") by and between Seller, as
lessor,   and  Best  Buy  Stores,  L.P.,  a  Virginia  limited
partnership,  as lessee (the "TENANT"). Buyer shall  have  the
right  to  review  and  approve  such  Lease  during  the  Due
Diligence   Period  (as  defined  below),  in   Buyer's   sole
discretion.

     3.    CLOSING  DATE.   The closing date  on  the  Buyer's
purchase  of  the Property (the "CLOSING DATE") shall  be  ten
(10) business days from the expiration of the later of: a) the
Due  Diligence Period (or an Adverse Change Review Period,  if
any  should be occasioned, as set forth below in SECTION 8.03,
whichever is later), or b) the expiration of the period within
which Seller may and does choose to cure Buyer's objections to
title and survey.

     The  foregoing is subject to Buyer and Seller  satisfying
all  of its obligations herein.  However, the Closing Date may
be  earlier  upon  the mutual agreement  of  the  parties,  or
extended  (such  as upon the occurrence of an  Adverse  Change
Review Period) pursuant to other specific provisions set forth
herein.

     4.   PURCHASE PRICE.  The purchase price for the Property
is  $6,034,000  (the  "PURCHASE  PRICE").  If  all  conditions
precedent  to  Buyer's  obligations  to  purchase  have   been
satisfied,  Buyer shall deposit the Purchase  Price  with  the
Closing Agent (as defined below).

      Within three (3) business days of the Effective Date  of
this  Agreement,  Buyer  will deposit  $90,000  (the  "EARNEST
MONEY")  in  an  interest bearing account with First  American
Title  Insurance  Company, 1900 Midwest  Plaza,  801  Nicollet
Mall,  Minneapolis,  Minnesota 55402; Attn:  Katie  Neidenbach
(Phone No:  612-305-2082); email: kneidenbach@firstam.com (the
"CLOSING AGENT" OR "TITLE COMPANY").

     If  for any reason this Agreement is terminated prior  to
the  expiration of the Due Diligence Period (or prior  to  the
expiration of the Adverse Change Review Period if such  occurs
because of the unanticipated occurrence of Adverse Change  Due
Diligence Documents as defined below), then the Earnest  Money
and any interest accrued thereon shall be returned to Buyer.

     If   the  transaction  contemplated  hereby  proceeds  to
Closing,  the  Earnest Money and any interest accrued  thereon
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  or
upon  the  balance of the Purchase Price when  deposited  with
Escrow  Agent.  If the Buyer does not terminate this Agreement
as  expressly  allowed hereunder, the Earnest  Money  and  any
interest  accrued  thereon  shall thereafter  be  deemed  non-
refundable, except as otherwise expressly provided herein.  As
used  in  this Agreement, the term "EARNEST MONEY" shall  mean
the  amount  deposited by Buyer, together  with  all  interest
accrued thereon or deemed to have accrued thereon, as provided
above.

      The balance of the Purchase Price is to be deposited  by
Buyer with Closing Agent in immediately available funds on  or
before  10:00  a.m.  (Central  time)  on  the  Closing   Date.
Provided  Buyer makes the necessary arrangements with  Closing
Agent,  such  funds may be deposited into an interest  bearing
escrow account with the Closing Agent.

     5.    ESCROW.   Escrow shall be opened by the Buyer  with
the Closing Agent upon execution of this Agreement. A copy  of
this fully-executed Agreement will be delivered to the Closing
Agent  by  the  Buyer  and will serve as  escrow  instructions
together  with any additional instructions required by  Seller
and/or Buyer or their respective counsels, provided that  such
supplemental escrow instructions must be consistent  with  the
terms  of this Agreement.  Seller and Buyer agree to cooperate
with  the  Closing Agent and sign any additional  instructions
reasonably  required  by  the Closing  Agent  to  deposit  the
Earnest  Money  and close escrow.  If there  is  any  conflict
between  any  other  instructions  and  this  Agreement,  this
Agreement shall control.

     6.   TITLE.  Once Buyer has deposited the Earnest Money with
Closing Agent, Seller shall promptly order a commitment for an
ALTA  Owner's Policy of Title Insurance (most recent  edition)
issued by the Closing Agent, insuring marketable title in  the
Property, subject only to such matters as Buyer may approve as
set  forth below and containing such endorsements as Buyer may
require  during  the  time period set  forth  below  that  are
available  for  a  property in Wisconsin,  including  extended
coverage  and  owner's  comprehensive coverage  (the  "UPDATED
TITLE  COMMITMENT").  The Updated Title Commitment shall  show
Seller as the present fee owner of the Property and show Buyer
as  the  fee  owner to be insured and insuring  Buyer  in  the
amount of the Purchase Price.

The Updated Title Commitment shall also state:

  a) whether taxes are current and if not, show the amounts
     unpaid;

  b) the tax parcel identification numbers and whether the
     tax parcel includes property other than the Property to be
     purchased; and

  c) If  the  Title  Company  is willing  to  provide  such
     information in the Updated Title Commitment, 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.

All   easements,  restrictions,  documents  and  other   items
affecting  title shall be listed in Schedule "B" of the  Title
Commitment.  Seller shall request that copies of all documents
referred  to  in  the Updated Commitment (the  "UPDATED  TITLE
COMMITMENT  DOCUMENTS") shall be delivered  with  the  Updated
Title Commitment.

      Buyer shall be allowed until the later of the expiration
of  the  Due Diligence Period or ten (10) business days  after
receipt  of  the Updated Title Commitment (including  all  the
Updated Title Commitment Documents) and the Updated Survey (as
defined  in  Section 8.01 below) (herein,  the  "TITLE  REVIEW
PERIOD")  for  examination and the making  of  any  objections
thereto and making of requests for specific endorsements, said
objections or requests (hereinafter "objections") to  be  made
in  writing or deemed waived.  Matters deemed waived by  Buyer
shall be deemed approved by Buyer.

     If  any  objections  are so made,  the  Seller  shall  be
allowed  five  (5)  days after receipt of  Buyer's  objections
("SELLER'S  CURE  PERIOD")  to respond  to  Buyer  In  Writing
whether  Seller  shall cure, remove or obtain insurable  title
over  said  objections.  If Seller shall  decide  to  make  no
efforts to cure, remove or obtain insurable title over Buyer's
objections,  or  if  Seller fails to cure,  remove  or  obtain
insurable title over Buyer's objections, then Buyer may either
(a)  waive  its objections or (b) terminate this Agreement  by
written notice to Seller within three (3) business days  after
the  earlier of (x) receipt of Seller's written title response
letter  and  (y)  the  expiration  of  Seller's  Cure  Period.
Without  limitation, Buyer may exercise the foregoing remedies
in  the  event  there is a mechanic's lien filed  against  the
Property and Seller either refuses or is unable to cause  such
mechanic's  lien to be removed or insured over  by  the  Title
Company  at  no cost to Buyer.  Furthermore, Seller  shall  be
required to insure over any mechanic's lien filed with respect
to  work  performed  at the Property before Closing,  provided
that  Seller retains its rights against Tenant under the Lease
in  the  event Tenant is responsible for any such  pre-Closing
mechanic's  lien.  If Buyer shall so terminate this Agreement,
the  Earnest  Money  shall be returned in  full  to  Buyer  as
Buyer's  sole remedy and neither party shall have any  further
duties or obligations to the other hereunder (except for those
which expressly survive the termination of this Agreement).

     Any  matters appearing on the Title Commitment at the end
Title  Review Period to which Buyer has not objected (as  well
as those for which Buyer's objection has been cured by Seller)
shall  be  deemed  "PERMITTED EXCEPTIONS",  provided  that  no
mechanic's  lien  may constitute a Permitted Exception.   Also
included  as  "Permitted Exceptions"  shall  be  the  proposed
Certified  Survey  Map dated June 17, 2008 (revised  June  24,
2008)  and  the proposed Declaration of Covenants, Conditions,
Restrictions, and Easements For Party Wall to be  executed  by
Seller before Closing, both of which Buyer has reviewed before
executing this Agreement and which Seller shall record against
the Property before Closing.

           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  Updated 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.   Any
matters  appearing on the Title Commitment at the end  of  the
aforementioned five (5) business day review period by Buyer to
which  Buyer  does  not  object  shall  be  deemed  "PERMITTED
EXCEPTIONS".

        If  any further objections are so made based upon  any
easement,  lien, hypothecation or other encumbrance placed  of
record  affecting the Property after the date of  the  Updated
Title  Commitment, the Seller shall be allowed five  (5)  days
after  receipt  of Buyer's objections ("SELLER'S  UPDATE  CURE
PERIOD")  to  elect  to respond to Buyer  IN  WRITING  whether
Seller shall cure, remove or obtain insurable title over  said
objections.   If  Seller shall decide to make  no  efforts  to
cure,   remove   or  obtain  insurable  title   over   Buyer's
objections,  or  if  Seller fails to cure,  remove  or  obtain
insurable title over Buyer's objections, then Buyer may either
(a)  waive  its objections or (b) terminate this Agreement  by
written notice to Seller within three (3) business days  after
the  earlier of (x) receipt of Seller's written title response
letter  and (y) the expiration of Seller's Update Cure Period.
If  Buyer shall so terminate this Agreement, the Earnest Money
shall be returned in full to Buyer as Buyer's sole remedy  and
neither party shall have any further duties or obligations  to
the  other hereunder (except for those which expressly survive
the termination of this Agreement).

     7.    SITE  INSPECTION.   As  a  condition  precedent  to
Buyer's obligations hereunder, the Property shall be inspected
and  approved  by  Buyer, in Buyer's  sole  discretion.   Said
inspection  and  approval shall be completed  within  the  Due
Diligence  Period,  and Buyer shall provide  Seller  with  its
written notice of any disapproval of the Premises prior to the
expiration  of the Due Diligence Period.  If Buyer  shall  not
give  Seller any written notice of such disapproval  prior  to
the  expiration  of the Due Diligence Period,  this  condition
precedent shall be deemed waived.

     8.   DUE DILIGENCE AND DUE DILIGENCE PERIODS.

     8.01 DUE DILIGENCE DOCUMENTS AND DUE DILIGENCE PERIOD.

     In order to conduct all of its inspections, due diligence
and  review  to  satisfy itself regarding each  Due  Diligence
Document, the Property and this transaction, Buyer shall  have
until  the  end  of the thirty - fifth (35th)  day  after  the
Effective Date (the "DUE DILIGENCE PERIOD").

     Within  three  (3) business days following the  Effective
Date of this Agreement, the following Due Diligence Documents,
to  the extent such documents are in Seller's possession,  are
to  be  delivered  by  Seller, at  Seller's  expense,  (unless
specifically designated herein to be obtained by Seller, or to
be obtained, if possible from Tenant):

     a) Updated Title Commitment and Updated Title Commitment
        Documents as defined above in Section 6 (to be delivered
        within five (5) business days after Buyer deposits the Earnest
        Money with the Title Company rather than 3 business days
        following the Effective Date);

     b) Copies of Seller's existing Owner's Title Policy for the
        Property, with copies of its underlying documents, if in
        Seller's possession;

     c) Seller shall provide to Buyer a copy of the Seller's
        existing as-built ALTA survey and/or existing boundary ALTA
        survey of the Property, which survey may show land in addition
        to the Property ("EXISTING SURVEY").

     d) Within three days of the date Buyer deposits the Earnest
        Money with the Title Company, Seller, at Seller's sole
        expense, will be responsible for ordering an updated as-built
        ALTA Survey of the Property (the "UPDATED SURVEY") certified
        to "AEI Fund Management, Inc., its successors and/or assigns"
        and Title Company, and in accordance with the requirements set
        forth in Exhibit "B" attached hereto.

     e) A complete copy of the Lease and Guaranty of Lease, if
        any, and any amendments thereto, INCLUDING BUT NOT LIMITED TO
        amendments, assignments of lease and/or letter agreements,
        commencement agreements, memorandum of leases, project
        acceptance letter (wherein Tenant accepts possession of the
        property, if Tenant shall have issued the same or similar) and
        the  most recent tenant estoppel currently in Seller's
        possession;

     f) Seller's existing Phase I environmental site assessment
        for the Property dated May 31, 2006 (which may cover land in
        addition to the Property);

     g) A copy of the Seller's existing insurance certificate(s)
        for the Property;

     h) A copy of the Tenant's existing insurance certificate(s)
        for the Property;

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

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

     k) A copy of the Certificate of Occupancy from the governing
        municipality;

     l) If in Seller's possession, Certificate of Substantial
        Completion executed by the project architect and/or general
        contractor for the improvements, if any;

     m) Copies  of  the existing final building  plans  and
        specifications for the improvements on the Property;

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

     o) A rent accounting for the last twelve (12) months (or
        such shorter period reflecting Tenant's occupancy of the
        Property) showing when Seller received each check from Tenant;

     p) Copies of any and all certificates, permits, licenses and
        other authorizations of any governmental body or authority
        which are necessary to permit the use and occupancy of the
        Improvements, if in Seller's possession; and

     q) Copies of any and all warranties respecting construction
        of the improvements, including but not limited to the roof,
        HVAC system, structural, plumbing or electrical that have not
        expired by their terms, and assignments thereof to Tenant,
        issued to or required to be provided to Tenant as designated
        in the Lease, if any.

     Buyer  will  require any and all third party  warranties,
     which  have not expired and have not been transferred  to
     Tenant,  to be transferred to Buyer on the Closing  Date.
     In  the event the third party warranties are unable to be
     transferred  to  Buyer  on  the  Closing  Date  but  such
     warranties  are, in fact, transferable to  Buyer,  Seller
     shall  provide Buyer with a letter of undertaking wherein
     Seller  agrees at Seller's expense, including the payment
     of any transfer fees or costs of pretransfer inspections,
     to  transfer  the third party warranties in Buyer's  name
     provided  that Buyer shall be responsible to arrange  for
     any necessary post Closing inspections.

     (All of the above described documents (a) through (q) are
hereinafter collectively the "DUE DILIGENCE DOCUMENTS").

     The Due Diligence Documents shall be sent under cover  of
correspondence  from Seller to Buyer advising Buyer  which  of
the  Due  Diligence Documents are not being  provided  because
they are not in Seller's possession.

      After  receipt and review of the Due Diligence Documents
or  after Buyer's inspection of the Property, Buyer may cancel
this  Agreement  for  any reason, in its sole  discretion,  by
delivering a cancellation notice, return receipt requested, to
Seller  and Closing Agent on or before the expiration  of  the
Due  Diligence Period and the Earnest Money shall be  returned
in  full  to  Buyer and neither party shall have  any  further
duties  or obligations to the other hereunder (except for  any
obligation  expressly  surviving  the  termination   of   this
Agreement).

     In the event this Agreement is canceled or terminated for
any  reason, Buyer shall promptly, and as a condition  to  the
return  to  it of the Earnest Money, return the Due  Diligence
Documents to Seller and deliver to Seller copies of all  third
party  reports (including surveys, site plans, concept  plans,
engineering,  architectural  plans,  documents  submitted   to
governmental authorities and soil test reports) regarding  the
Property which were prepared for Buyer.

     Buyer's right to review, examine and inspect the Property
shall  be limited to those rights which Seller has to  provide
access  to the Property.  Buyer shall provide Seller not  less
than  48  hours prior written notice before any entry  on  the
Property; at a minimum such notice shall disclose who will  be
entering  upon  the  Property and the purpose  of  the  visit.
Buyer may not conduct reviews, examinations or inspections  of
an invasive nature, including but not limited to the taking of
any  samples  or soil borings, without Seller's prior  written
approval.   Prior to any entry upon the Property, Buyer  shall
deliver to Seller a certificate of liability insurance in form
reasonably  satisfactory to Seller showing liability  coverage
of   no   less   than   Two  Million  and  No/100ths   Dollars
($2,000,000.00), and showing Seller and its designated parties
as additional insureds thereunder.  Buyer shall be responsible
and  liable  for  the acts, omissions, faults or  neglects  of
Buyer  and  Buyer's employees, officers, agents,  contractors,
consultants,  engineers  and other  representatives.   Without
limiting  the  foregoing, Buyer hereby  agrees  to  indemnify,
defend  and hold harmless Seller, its affiliates, its and  its
affiliates'   respective  officers,  directors,  shareholders,
partners, managers, members, employees, attorneys and  agents,
and  the  heirs, legal representatives, successors and assigns
of  all of the foregoing (collectively, "Related Parties")  of
and  from  any  and  all  claims,  demands,  damages,  losses,
injuries,  liabilities, penalties, costs, expenses  (including
reasonable attorneys' and consultants' fees), suits,  actions,
investigations,  judgments and fees  (collectively,  "Claims")
which may be imposed upon, incurred or suffered by or asserted
against  Seller  by reason of the acts, omissions,  faults  or
neglects  of  Buyer  and Buyer's employees, officers,  agents,
contractors,  consultants, engineers and other representatives
in   connection   therewith.   Also,  without   limiting   the
foregoing,  Buyer shall not permit or suffer, and shall  cause
promptly   to   be  removed  and  released,  any   mechanic's,
materialman's or other lien in connection with, or on  account
of  or in respect of such work and activities.  The provisions
of  this paragraph shall survive the closing or termination of
this Agreement.

     If  notice  of termination is not given on or before  the
expiration of the Due Diligence Period, all such matters shall
be  deemed acceptable and all such conditions satisfied and/or
waived  and the right to termination under Section 8.01  shall
be  extinguished and the Earnest Money shall be non-refundable
to  Buyer, except in the event: (i) of Seller's default;  (ii)
Buyer's  termination hereof based upon receipt of any  Adverse
Change  Documents  as defined below as set  forth  in  Section
8.03;  or   (iii)  pursuant to Buyer's right to  terminate  as
otherwise  set  forth herein, in which case the Earnest  Money
shall be returned to Buyer.

     8.02  FORM OF CLOSING DOCUMENTS.  AT LEAST FIVE (5)  DAYS
PRIOR TO THE END OF THE DUE DILIGENCE PERIOD, Seller shall, at
its  sole  expense, provide to Buyer drafts of  the  following
documents, and Seller and Buyer shall agree on the form of the
following documents, if not attached hereto, which are  to  be
delivered to Buyer on the Closing Date by Seller (and executed
by Seller and Buyer as appropriate) as set forth in Section 14
hereof:

     (a)  Limited or special warranty deed in the form attached
          hereto and incorporated herein as Exhibit "C";

     (b)  Seller's Affidavit, as may be required by the  Title
          Company;

     (c)  FIRPTA Affidavit;

     (d)  Assignment and Assumption of the Lease in  the  form
          attached hereto and incorporated herein as Exhibit "D"; and

     (e)  A  generic Assignment of warranties in the  form  as
          attached hereto and incorporated herein as Exhibit "E".

In  addition,  within five days of the Effective  Date,  Buyer
shall  deliver  to  Seller  Buyer's  desired  form  of  Tenant
estoppel  so that Seller may deliver it to the Tenant  with  a
request that Tenant execute the same.

     8.03  ADVERSE CHANGE DUE DILIGENCE DOCUMENTS AND  ADVERSE
CHANGE REVIEW PERIOD.  Promptly upon Seller's receipt of same,
up  until the Closing Date, Seller shall deliver to Buyer  the
following items for review and acceptance:

       Any  documents  or  notices  received  by  Seller  that
       materially  change  or render incomplete,  invalid,  or
       materially   inaccurate  any  of  the   Due   Diligence
       Documents  (collectively, IF ANY, the  "ADVERSE  CHANGE
       DUE DILIGENCE DOCUMENTS").

     If necessary, the Closing Date shall be extended to allow
Buyer  to  have  three (3) business days (the "ADVERSE  CHANGE
REVIEW  PERIOD") to examine and to accept all  of  the  above-
described Adverse Change Due Diligence Documents.  During  the
Adverse  Change Review Period, Buyer may cancel this Agreement
if  any of the Adverse Change Due Diligence Documents are  not
acceptable   to  Buyer,  in  its  reasonable  discretion,   by
delivering  a  cancellation notice,  as  provided  herein,  to
Seller  and  Closing  Agent prior to the end  of  the  Adverse
Change  Review  Period. Such notice shall be deemed  effective
upon receipt by Seller. If Buyer so terminates this Agreement,
the  Earnest  Money and accrued interest shall be returned  in
full  to  Buyer  as  Buyer's sole remedy on  account  of  such
Adverse  Change Due Diligence Document(s) and the matters  set
forth  therein,  and thereafter neither party shall  have  any
further  duties  or obligations to the other  hereunder  other
than those obligations which expressly survive the termination
of  this  Agreement.  If Buyer instead elects to  close,  then
Buyer  waives  any and all claims that Buyer may have  against
Seller related to the Adverse Change Due Diligence Document(s)
and the matters set forth therein.

      It shall be a condition precedent to Buyer's obligations
to  close  hereunder that there have been no adverse  material
changes  in  any  of  the information  reflected  in  the  Due
Diligence  Documents or Adverse Change Due Diligence Documents
after the date of such document and prior to closing.

     9.  CLOSING COSTS. Seller shall pay the following closing
costs:    (i)   the   transfer  taxes  (state,   county,   and
municipality, if such exists) and/or transfer fees;  (ii)  all
recording  costs associated with the Deed and  Assignment  and
Assumption  of Lease; (iii) one half of the escrow fees;  (iv)
warranty  transfer costs; (v) the cost of the Updated  Survey;
(vi)  brokerage  commissions payable by Seller  under  Section
18.4  below;  (vii) costs of title endorsements  necessary  to
clear  title,  such  as to insure over mechanic's  liens  with
respect to work performed at the Property before Closing;  and
(viii) all costs associated with recording any document(s)  or
instrument(s) necessary to cure any title objections raised by
Buyer.

          Buyer shall pay the following closing costs: (i) one
half  of  the escrow fees; (ii) the costs associated  with  an
updated  title commitment/search and the Owner's Title  policy
premium, including any charge for extended coverage; (iii) all
Buyer's  diligence costs including the cost of Buyer's updated
ASTM  Phase I Environmental Report; and (iv) the cost  of  any
endorsements  Buyer may require on its Owner's  Title  Policy,
other  than  any endorsements required to insure over  Buyer's
title objections for which Seller has undertaken to cure or is
required to cure.

          Each party will pay its own attorneys' fees to close
     this transaction.

     10.   REAL  ESTATE  TAXES AND ASSESSMENTS.   General  and
special  real estate taxes (which shall be deemed  to  include
any  special assessments, which shall be calculated  based  on
the  longest permitted payment period) not currently  due  and
payable  and affecting the Property for tax years  that  occur
during and prior to the year of closing shall be prorated on a
cash (not an accrual) basis as of the Closing Date.  Tenant is
responsible   for   real  estate  taxes   under   the   Lease;
consequently  any  credit due from Seller to  Buyer  for  real
estate taxes shall only be for real estate taxes payable  (not
accrued)  and attributable to a time period before  the  Lease
commencement date.  If the Property is covered by tax  parcels
that  affect  property in addition to the Property,  then  (i)
each  of  (x)  Seller  (with respect to  the  portion  of  the
Property  still owned by Seller after Closing) and  (y)  Buyer
(with  respect to the Property) shall be responsible  for  its
proportionate  share of each tax bill and shall work  together
to  ensure  that  all such bills are timely paid  until  split
bills  are issued; and (ii) Seller shall cause a tax  division
to  occur  as  soon as reasonably possible after closing  such
that  the  Property will be taxed as one or more separate  tax
parcels.   Seller  and Buyer each agree,  in  good  faith,  to
perform  such acts and execute such documentation as shall  be
necessary  to  effectuate such tax division for the  Property.
All such taxes shall be reprorated by the parties from time to
time as necessary upon the issuance of the final tax bills for
all of the tax years in question.  All provisions set forth in
this  Section shall survive the closing or termination of this
Agreement.


      11.   PRORATIONS. The Buyer and the Seller,  as  of  the
Closing Date, shall prorate: (i) all rent due under the Lease,
(ii)  ad  valorem  taxes  (as provided above),  (iii)  utility
charges  for  which Seller, as landlord, is responsible  under
the  Lease, including charges for water, gas, electricity, and
sewer,  if  any, (iv) other expenses relating to the  Property
which  have  accrued  but not been paid (or  which  have  been
prepaid)  as of the Closing Date, based upon the most  current
ascertainable  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
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  charges  or
expenses, but not later than sixty (60) days after the Closing
Date.  Seller shall not be responsible for any amounts payable
by  the  Tenant under the Lease and for which Tenant fails  to
pay the same when due.

     12.   SELLER'S  REPRESENTATIONS AND  WARRANTIES.   Seller
represents  and warrants to Buyer as of this date and  to  the
best of Seller's knowledge that:

     (a)  Except  for  this  Agreement and the  Lease  between
          Seller  and  Tenant, and those matters disclosed  in
          the   materials  delivered  to  Buyer  pursuant   to
          Sections  6  and  8, it is not aware  of  any  other
          agreements or leases that will be binding upon Buyer
          after Closing 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)  Seller  does  not  have any actions  or  proceedings
          pending   against  Seller,  which  would  materially
          affect  the Property or Tenant after Closing, except
          matters fully covered by insurance;

     (d)  The  consummation  of the transactions  contemplated
          hereunder, and the performance of this Agreement and
          the  delivery of the special warranty deed to Buyer,
          will  not  result in any breach of, or constitute  a
          default under, any instrument to which Seller  is  a
          party or by which Seller may be bound or affected;

     (e)  At  the time Seller delivered the leased premises to
          Tenant,  the  Property was in conformance  with  all
          applicable   local,   state   and   federal    laws,
          ordinances,  regulations  and  requirements.   Since
          that  delivery date, Seller has not received written
          notice  that  the  Property is 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.  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;

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

     (g)  The  Lease  is valid, in full force and effect,  and
          has not been pledged by Seller, modified, or amended
          except  as  otherwise disclosed to Buyer in  writing
          during   the  Due  Diligence  Period.   To  Seller's
          knowledge, Tenant is not in default under the  Lease
          and   no   Rent   has   been   waived,   discounted,
          compromised, or released by Seller;

     (h)  To  Seller's  knowledge, the  Property  is  free  of
          structural defects and is structurally sound;

     (i)  To  Seller's  knowledge, no condemnation  action  is
          pending or threatened against the Property as of the
          date hereof; and

     (j)  Neither  Seller  nor,  to Seller's  current,  actual
          knowledge,  any  of  Seller's shareholders,  are  an
          entity  or person:  (i) that is listed in the  Annex
          to,  or  is  otherwise subject to the provisions  of
          Executive Order 13224 issued on September  24,  2001
          ("EO13224");  ii) whose name appears on  the  United
          States   Treasury  Department's  Office  of  Foreign
          Assets   Control  ("OFAC")  most  current  list   of
          "Specifically   Designated  National   and   Blocked
          Persons" (which list may be published from  time  to
          time  in  various mediums including, but not limited
          to,            the           OFAC           website,
          (http://www.treas.gov/offices/enforcement/ofac/sdn/t
          11sdn.pdf); (iii) who commits, threatens  to  commit
          or  supports "terrorism," as that term is defined in
          EO13224; (iv) is subject to sanctions of the  United
          States government or is in violation of any federal,
          state,  municipal  or local laws,  statutes,  codes,
          ordinances,  orders, decrees, rules  or  regulations
          relating   to   terrorism   or   money   laundering,
          including,  without  limitation,  EO13224  and   the
          Uniting   and  Strengthening  America  by  Providing
          Appropriate Tools Required to Intercept and Obstruct
          Terrorism  Act  of  2001; or (v)  who  is  otherwise
          affiliated  with any entity or person  listed  above
          (any  and  all  parties  or  persons  described   in
          subsections  (i) - (v) above are herein referred  to
          as  a "PROHIBITED PERSON").  In connection with  the
          transaction contemplated by this Agreement,  neither
          Seller  nor its members shall knowingly: (A) conduct
          any  business,  nor  engage in  any  transaction  or
          dealing, with any Prohibited Person, including,  but
          not  limited  to,  the making or  receiving  of  any
          contribution of funds, goods, or services, to or for
          the benefit of a Prohibited Person; or (B) engage in
          or conspire to engage in any transaction that evades
          or   avoids,  or  has  the  purpose  of  evading  or
          avoiding,  or  attempts  to  violate,  any  of   the
          prohibitions set forth in EO13224.

Phrases  such as "to Seller's knowledge" or "to  the  best  of
Seller's knowledge" mean the actual knowledge of employees  of
Seller on the date hereof, without a duty of investigation  or
inquiry.  These Seller's representations and warranties  shall
be  remade  and  shall 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  as  Buyer's  sole
remedy on account of such breach of representation or warranty
and thereafter neither party shall have any further duties  or
obligations   to   the  other  hereunder  other   than   those
obligations  which expressly survive the termination  of  this
Agreement.   If  Buyer  instead elects to  close,  then  Buyer
waives  any and all claims that Buyer may have against  Seller
related to such breach of representation or warranty.

These  representations  and warranties  shall  survive  for  a
period of six months from the Closing Date.

     13.    BUYER'S  REPRESENTATIONS  AND  WARRANTIES.   Buyer
represents and warrants to Seller that:

     (a)  Buyer  has  all  requisite power  and  authority  to
          consummate  the  transaction  contemplated  by  this
          Agreement   and  has  by  proper  proceedings   duly
          authorized  the  execution  and  delivery  of   this
          Agreement  and  the consummation of the  transaction
          contemplated hereunder;

     (b)  Neither the execution and delivery of this Agreement
          nor the consummation of the transaction contemplated
          hereunder   will  result  in  any  breach   of,   or
          constitute   a  default  under,  any  agreement   or
          instrument  to which Buyer is a party  or  by  which
          Buyer is bound or affected; and

     (c)  Neither Buyer nor, to the best of Buyer's knowledge,
          any  of  Buyer's members, are an entity  or  person:
          (i)  that is listed in the Annex to, or is otherwise
          subject  to the provisions of Executive Order  13224
          issued on September 24, 2001 ("EO13224"); ii)  whose
          name   appears   on   the  United  States   Treasury
          Department's   Office  of  Foreign  Assets   Control
          ("OFAC")   most   current  list   of   "Specifically
          Designated  National  and  Blocked  Persons"  (which
          list  may  be published  from  time   to   time   in
          various   mediums  including,  but    not    limited
          to,            the           OFAC           website,
          (http://www.treas.gov/offices/enforcement/ofac/sdn/t
          11sdn.pdf); (iii) who commits, threatens  to  commit
          or  supports "terrorism," as that term is defined in
          EO13224; (iv) is subject to sanctions of the  United
          States government or is in violation of any federal,
          state,  municipal  or local laws,  statutes,  codes,
          ordinances,  orders, decrees, rules  or  regulations
          relating   to   terrorism   or   money   laundering,
          including,  without  limitation,  EO13224  and   the
          Uniting   and  Strengthening  America  by  Providing
          Appropriate Tools Required to Intercept and Obstruct
          Terrorism  Act  of  2001; or (v)  who  is  otherwise
          affiliated  with any entity or person listed  above.
          In  connection with the transaction contemplated  by
          this  Agreement, neither Buyer nor its members shall
          knowingly: (A) conduct any business, nor  engage  in
          any  transaction  or  dealing, with  any  Prohibited
          Person, including, but not limited to, the making or
          receiving  of any contribution of funds,  goods,  or
          services,  to  or  for the benefit of  a  Prohibited
          Person;  or (B) engage in or conspire to  engage  in
          any  transaction that evades or avoids, or  has  the
          purpose  of  evading  or avoiding,  or  attempts  to
          violate,  any  of  the  prohibitions  set  forth  in
          EO13224.

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

     14.  CLOSING.

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

     (1)  The documents listed in 8.02(a)-(e) above;

     (2)  Estoppel executed by Tenant dated not more than thirty
          (30) days prior to the Closing Date, in either (A) the form
          requested by Buyer under Section 8.02 above, (B) the form
          required by the Lease, or (C) Tenant's standard form, and in
          each case disclosing no default or other material adverse
          information that is not evident from a review of the Lease and
          other Due Diligence Documents.

     (3)  Estoppel from Target Corporation in the form required by
          Section 6.3 of the OEA dated not more than thirty (30) days
          prior to the Closing Date.

     (4)  Estoppel  from Ryan Companies US, Inc. in  the  form
          required by Section 6.3 of the OEA dated not more than thirty
          days prior to the Closing Date.

     (5)  the  original  Lease and originals of  any  and  all
          documentation modifying the Lease, including but not limited
          to, assignments, amendments, commencement agreement,
          memorandum of lease, and letter agreements;

     (6)  Notice of Sale and Assignment of Lease to Tenant;

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

     (8)  A  down-dated title commitment for an owner's  title
          insurance policy, reflecting only Permitted Exceptions and
          endorsements required by Buyer during the Due Diligence
          Period; and

     (9)  A letter from Seller to Buyer wherein Seller itemizes (in
          percentages totaling 100%) the following percentages of costs
          of the Premises: land acquisition, soft costs, building
          construction, and site work.

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

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

     15.   WARRANTY.   If, within one year after  January  25,
2008   (January  25,  2008  being  the  date  of   substantial
completion   of   the  improvements  at  the  Property),   the
improvements constructed by Seller at the Property  are  found
to  be defective due to faulty workmanship or materials or not
in  accordance  with the requirements of  the  Lease  and  (a)
Purchaser (not Tenant) is responsible for the repair  of  such
defect  under  the  Lease, (b) the defect is  not  covered  by
another  warranty (such as a subcontractor warranty) that  has
already  been  assigned  to  Tenant  or  has  been  separately
assigned  to Purchaser, (c) such defect is not the  result  of
abuse,  neglect or improper or inadequate care and maintenance
by  Purchaser  or  Tenant,  and  (d)  if  within  such  period
Purchaser  notifies  Seller thereof in  writing,  then  Seller
shall  correct the same within a reasonable time after receipt
of  such  notice.  Purchaser shall notify Seller  promptly  in
writing  after  discovery  of the  condition.   Prior  to  the
expiration   of  this  warranty  period,  representatives   of
Purchaser  and Seller shall inspect the Property  and  jointly
determine  if any work is subject to repair by Seller  as  set
forth  above in this Section and Seller shall promptly correct
such  non-conforming  work, provided that such  non-conforming
work  is  not  the  result of abuse, neglect  or  improper  or
inadequate care and maintenance by Purchaser or Tenant.   This
warranty  is personal to Purchaser and may not be assigned  by
Purchaser  without Seller's written consent.  This Section  15
shall survive Closing.

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

      If  prior to closing, the Property, or any part thereof,
is  taken  by eminent domain (which taking delays commencement
of  the  Lease  or  delays payment of rent by  the  Tenant  or
renders  the  Lease invalid) 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 all the Seller's right, title and
interest  in  and  to any award made, or to be  made,  in  the
condemnation proceeding, subject to the rights of the Tenant.

      In  the event that this Agreement is terminated by Buyer
as provided above, the Earnest Money shall be returned in full
to  Buyer as Buyer's sole remedy and neither party shall  have
any  further  duties  or obligations to  the  other  hereunder
(except  for those which expressly survive the termination  of
this Agreement).

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

If to Seller:    Dan Levitt
                 Ryan Companies US, Inc.
                 50 South 10th Street
                 Minneapolis, MN 55403
                 Fax: (612) 492-3319
                 dan.levitt@ryancompanies.com

with a copy to:  Brian Kozminski
                 Levenfeld Pearlstein, LLC
                 Two North LaSalle Street, Suite 1300
                 Chicago, Illinois 60602
                 (312) 346-8434
                 bkozminski@lplegal.com

If to Buyer:     AEI Fund Management, Inc.
                 1300 Wells Fargo Center
                 30 E. 7th Street
                 St. Paul, Minnesota 55101
                 Attention:  George Rerat / Marissa Kim
                 Phone No.: (651) 227-7333
                 Fax:  (651)-225-8144
                 Email: grerat@aeifunds.com/mkim@aeifunds.com

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


     18.  Miscellaneous.

     18.1  ENTIRE AGREEMENT; AMENDMENTS; RULE OF CONSTRUCTION;
WAIVERS; ATTORNEYS' FEES.  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.

     18.2   DEFAULT.   In  the  event  that  Seller   defaults
hereunder and fails to cure within five days after receipt  of
notice  of such default from Buyer, Buyer may either,  at  its
election,  as  its sole and exclusive choice  of  remedy:  (a)
enforce specific performance (in which event Buyer must notify
Seller of its election to seek specific performance within  30
days  and  file  suit  within 60 days) or (b)  terminate  this
Agreement  (in  which  event Buyer shall receive  its  Earnest
Money  back  in full and neither party shall have any  further
duties or obligations to the other hereunder except for  those
which  expressly  survive the termination of this  Agreement).
In  the event that Buyer defaults hereunder and fails to  cure
within five days after receipt of notice of such default  from
Seller,  Seller  shall  be entitled to the  Earnest  Money  as
liquidated  damages, it being understood that Seller's  actual
damages  would be difficult to ascertain and that the  Earnest
Money  represents the parties' best estimate of such  damages.
If Seller fails to deliver an estoppel certificate that Seller
is  required  to deliver at Closing under Section 14(a)  above
(other  than the OEA estoppel from Seller), it shall be deemed
a  failure  of condition to Closing rather than a  default  by
Seller.   In  the event of a failure of condition to  Closing,
Buyer   may  either  waive  such  failure  and  close  without
adjustment  of the Purchase Price or terminate this  Agreement
(in which event Buyer shall receive its Earnest Money back  in
full  and  neither  party shall have  any  further  duties  or
obligations  to  the other hereunder except  for  those  which
expressly survive the termination of this Agreement).

     18.3 ASSIGNMENT.  With written notice to Seller given  at
least  five  (5) business days before the Closing  Date,  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 or affiliates of Buyer, provided that the originally
named  Buyer shall remain liable for Buyer's obligations under
this Agreement and further provided Buyer's assignment results
in no additional cost or expense to Seller.

     18.4  BROKERS.  Seller shall pay any and all real  estate
commissions due and payable to any broker claiming  commission
by  and through its representation of Seller according to  the
terms  of  Seller's  agreement with any such  broker.   Seller
agrees  to  pay  to  CB Richard Ellis ("Agent")  a  commission
pursuant  to  a separate written agreement between  Agent  and
Seller,  for its services in connection with this transaction.
Buyer  represents and warrants to Seller that  Buyer  has  not
worked with any real estate broker other than Agent and  Buyer
shall  indemnify  Seller from any claim for  a  commission  or
other  fee  from  any broker other than Agent who  purportedly
acted  on  behalf of Buyer.  This Section 18.4  shall  survive
Closing.

     18.5 COMPUTATION OF TIME.  If the time period or date  by
which  any  right,  option, or election  provided  under  this
Agreement  must  be exercised, or by which  any  act  required
hereunder must be performed, or by which the Closing  must  be
held,  expires or occurs on a Saturday, Sunday,  or  legal  or
bank  holiday,  then  such  time  period  or  date  shall   be
automatically  extended through the close of business  on  the
next regularly scheduled business day.

     18.7 COUNTERPARTS.  This Agreement may be executed in any
number of counterparts, each of which will be deemed to be  an
original and which together shall constitute the agreement  of
the parties hereto.

     18.8.     EXPIRATION.  Buyer is submitting this offer  by
signing  a copy of this Agreement and delivering it to Seller.
Seller  has three (3) business days from receipt within  which
time  to  accept  this  offer by signing  and  returning  this
Agreement  to  Buyer.  When executed  by  both  parties,  this
Agreement will be a binding agreement for valid and sufficient
consideration  which will bind and benefit Seller,  Buyer  and
their respective successors and assigns.

     18.9.      NO RECORDING.  Neither this Agreement nor  any
memorandum hereof may be recorded.

     19.   AS  IS.   As  a material inducement  to  Seller  to
execute  this Agreement, Buyer agrees, represents and warrants
that (i) prior to Closing, Buyer will have fully examined  and
inspected  the  Property,  together  with  any  documents  and
materials  with  respect  to the Property  which  Buyer  deems
necessary  or appropriate in connection with its investigation
and examination of the Property, (ii) Buyer will have accepted
and will be fully satisfied in all respects with the foregoing
and   with   the   Lease,  physical  condition,  environmental
condition,  value,  financing status,  and  prospects  of  the
Property,  (iii) the Property will be purchased by  Buyer  "As
Is"  and,  upon the Closing, Buyer shall assume responsibility
and  liability  for  the  ownership,  operation  and  physical
condition   and  environmental  condition  of   the   Property
(whenever such condition may have arisen, whether prior to, on
or  after  the Closing Date, (iv) Buyer will have  decided  to
purchase  the  Property  solely  on  the  basis  of  its   own
independent investigation, and (v) effective as of the Closing
Date,  Buyer  releases and forever discharges Seller  and  its
Related  Parties  of  and from all Claims,  whether  known  or
unknown, liquidated or unliquidated, which arise in connection
with  the  presence of any hazardous material (as  defined  by
applicable  code)  on  the Property or the  violation  of  any
environmental   law  in  connection  therewith.    Except   as
otherwise expressly provided herein, Buyer hereby acknowledges
and  agrees that Seller has not made, does not make,  and  has
not  authorized  anyone  else to make any  representation  and
warranty as to the Lease, the past, present or future physical
condition,  environmental condition, value,  financing  status
and  prospects, or any other matter or thing pertaining to the
Property.  SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS
OR  IMPLIED OR ARISING BY OPERATION OF LAW, INCLUDING, WITHOUT
LIMITATION,   ANY   WARRANTY   OF   CONDITION,   HABITABILITY,
MERCHANTABILITY,  OR  FITNESS  FOR  A  PARTICULAR  PURPOSE  IN
CONNECTION WITH THE PROPERTY, EXCEPT (IF SUCH BE THE CASE)  AS
EXPRESSLY  SET FORTH HEREIN.  Seller shall not be liable  for,
or   be   bound   by,   any  verbal  or  written   statements,
representations, real estate broker's "setups" or  information
pertaining  to  the  Property furnished  by  any  real  estate
broker,  agent, employee, servant or any other  person  unless
the  same  are  specifically set  forth  in  writing  in  this
Agreement.

     20.  OEA.  The OEA shall govern the development and other
matters   set  forth  therein,  including  provisions  therein
relating to common area maintenance charges, building and sign
restrictions, and requirements for the Property, and  the  use
of  the  Property  and other portions of the shopping  center.
Upon   Closing,  Purchaser  shall  be  responsible   for   all
obligations required of Purchaser as the owner of the Property
under  the  OEA, provided that Seller shall retain  "Approving
Party" status.

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

SELLER:

Ryan Companies US, Inc.,
a Minnesota corporation


By:  /s/ Timothy McGray
Name:    Timothy McGray
Its:     VP
Date:    8-7-08



BUYER:

AEI Fund Management, Inc.,
a Minnesota corporation

By: /s/ Robert P Johnson
        Robert P. Johnson, its President
Date:   August 7, 2008



                          EXHIBIT "A"

                       LEGAL DESCRIPTION

Lot 2 in Certified Survey Map  No. [____], dated June 17, 2008
(revised  June 24, 2008) prepared by Eric R. Sturm, Registered
Land Surveyor, showing a division of Lot 1 of Certified Survey
Map No. 3997 being part of the Southeast 1/4 of the Southwest
1/4 and the Southwest 1/4 of the Southeast 1/4 of Section 30,
Town  2 North,  Range  18  East, in the City of Lake Geneva,
Walworth County, Wisconsin.