ASSIGNMENT
                             OF
                     PURCHASE AGREEMENT

      THIS ASSIGNMENT made and entered into this 15th day of
December, 2004, by and between AEI FUND MANAGEMENT, INC.,  a
Minnesota corporation, ("Assignor") and AEI Income &  Growth
Fund   XXI   Limited   Partnership,  a   Minnesota   limited
partnership and AEI Income & Growth Fund 25 LLC  a  Delaware
limited  liability company (as tenants in  common,  together
collectively referred to as "Assignee");

     WITNESSETH, that:

      WHEREAS,  on  the 28th day of October, 2004,  Assignor
entered  into  a  Purchase Agreement  (referred  to  as  the
"Agreement")  for  that  certain property  located  at  3960
Baldwin  Road, Auburn Hills, Michigan (the "Property")  with
LMB  Auburn Hills I, LLC, a Ohio limited liability  company,
as Seller; and

      WHEREAS,  Assignor desires to assign to AEI  Income  &
Growth  Fund  XXI  Limited Partnership, an  undivided  forty
percent  (40.0%)  interest as a tenant in  common,  and  AEI
Income  &  Growth  Fund 25 LLC, an undivided  sixty  percent
(60.0%) interest as a tenant in common, of its rights, title
and  interest in, to and under the Agreement as  hereinafter
provided;

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

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

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

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


ASSIGNOR:

AEI FUND MANAGEMENT, INC.,
a Minnesota corporation


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


ASSIGNEE:

AEI Income & Growth fund XXI Limited Partnership,
a Minnesota limited partnership

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


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


AEI Income & Growth Fund 25 LLC,
a Delaware limited liability company

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


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


                   PURCHASE AGREEMENT AND
                     ESCROW INSTRUCTIONS


     THIS  PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS  (this
"Agreement") is made and entered into effective as  of  this
28  day  of  October,  2004 (the "Effective  Date")  by  and
between  LMB  AUBURN HILLS I, LLC, a Ohio limited  liability
company  ("Seller"),  and  AEI  FUND  MANAGEMENT,  INC.,   a
Minnesota  corporation, or its successors  or  assigns  (the
"Buyer").

                           RECITALS:

     A.   Seller is the owner of that certain parcel of real
property  located  at 3960 Baldwin Road,  Auburn  Hills,  MI
48326,  as more particularly described on Exhibit A attached
hereto (the "Land");

     B.    Constructed on the Land is a retail jewelry store
known    as    "Jared-The   Galleria   of   Jewelry"    (the
"Improvements") which is leased to Sterling Jewelers Inc., a
Delaware  corporation ("Lessee") pursuant  to  that  certain
lease agreement between Seller and Sterling Jewelers Inc.  (
"Sterling"),  a  copy  of which will be  provided  to  Buyer
within  three (3) days after the Effective Date  hereof  and
subjected to Buyer's approval prior to purchase.

     C.     Seller  desires  to  sell  the  Land   and   the
Improvements  (collectively, the "Property")  to  Buyer  and
Buyer desires to purchase the Property from Seller upon  the
terms and conditions set forth in this Agreement.

                    TERMS AND CONDITIONS

     1.    AGREEMENT  FOR PURCHASE AND SALE.  Seller  hereby
agrees  to  sell  the Property to Buyer,  and  Buyer  hereby
agrees  to  purchase the Property from Seller, in accordance
with  and  subject  to  the terms  and  conditions  of  this
Agreement.

     2.    PURCHASE  PRICE.   The  purchase  price  for  the
Property will be Three Million Six Hundred Thousand  Dollars
($3,600,000) (the "Purchase Price").

     3.    PAYMENT.   The Purchase Price shall  be  paid  as
follows:

               (a)  Deposit.

                          (1)   DEPOSIT.  Buyer will deposit
               the  amount  of Twenty-Five Thousand  Dollars
               ($25,000)  into  escrow with  First  American
               Title   Insurance  Company   of   Minneapolis
               ("Escrow  Holder")  as Buyer's  deposit  (the
               "Deposit")   within  one  (1)  business   day
               following the Effective Date.

                          (2)   RELEASE  OF  DEPOSIT.   Upon
               Buyer's  acceptance or waiver of Buyer's  due
               diligence  contingencies  on  or  before  the
               expiration  of the Due Diligence Period,  the
               Deposit  will  be  non-refundable  to   Buyer
               except  in  the event of Seller's default,  a
               material  adverse change in the Due Diligence
               provided to Buyer, or except as otherwise set
               forth  herein and Escrow Holder will  release
               the  Deposit  to Seller, without any  further
               written  instructions from Buyer  or  Seller.
               Buyer and Seller agree to indemnify and  hold
               Escrow  Holder harmless from and against  any
               loss    (including,    without    limitation,
               reasonable attorneys' fees) arising out of or
               incurred  in connection with the  release  of
               the Deposit to Seller.

                         (3)  CREDIT AGAINST PURCHASE PRICE.
               The amount of the Deposit will be applied  to
               the  Purchase Price at the Close  of  Escrow,
               but   will  be  retained  by  Seller  as  its
               liquidated    damages    as    provided    in
               Section  12.2 if Escrow fails to close  as  a
               result of Buyer's default.

               (b)  BALANCE DUE AT CLOSE.  Not less than one
          (1) business day before the Close of Escrow, Buyer
          will  deposit into escrow in immediately available
          Federal  Funds an amount equal to the  balance  of
          the  Purchase  Price plus an amount sufficient  to
          cover all of Buyer's closing costs.

     4.   BUYER'S DUE DILIGENCE.

          4.1   DUE  DILIGENCE PERIOD.  The  "Due  Diligence
Period"  shall commence after Buyer's receipt of  all  items
hereafter  listed in 4.1(a) and (b) below and expire  thirty
(30) business days thereafter.

               (a)       Seller will provide the following items Due
                 Diligence for the Parcel in a form acceptable to Buyer in
                 its sole discretion and at no cost to Buyer:

                    (1)  Current Phase I environmental report prepared by
                      Eckland  Consultants dated August 7, 1999.
                    (2)  Commitment for Owner's policy of title insurance
                      from First American Title Insurance Company accompanied
                      by underlying exception documents;
                    (3)  Current as-built ALTA survey in Seller's possession;
                    (4)  Building plans and specifications;
                    (5)  Copy of landlord's insurance policy for the Parcel;
                    (6)  Certificate of occupancy;
                    (7)  Proposed limited warranty deed for the Parcel;
                    (8)  Copy of 2003 and 2004 real estate tax statements for
                         the  Parcel;
                    (9)  Copy of the Lease by Sterling Jewelers, Inc.;
                   (10)  Copy of Temporary Driveway License Agreement;
                    (11) Property Maintenance Manual;
                    (12) Master Declaration of Easements and Restrictions.

               (b)              Seller will also, without warranty as to
                 accuracy of content, except as otherwise set forth herein,
                 provide Buyer with complete copies of all studies, reports,
                 agreements, documents, plans, permits and entitlements in
                 Seller's possession concerning the Property, including, but
                 not limited to, all engineering drawings, soils reports,
                 site history investigations, toxic or hazardous materials
                 investigations or reports, planning studies, construction
                 warranties, and title reports in Seller's possession
                 (collectively the "Reports").

               (c)              If any matters of adverse change or
                 materially adverse information affecting the Due Diligence
                 and the Reports ("Supplemental Due Diligence") shall come to
                 the attention of Seller or Title, such Supplemental Due
                 Diligence shall be forwarded to Buyer and Buyer shall have a
                 minimum of five business days thereafter to review the same;
                 the Due Diligence Period shall be extended, if necessary, to
                 provide Buyer with such additional review period of five
                 business days after receipt of such Supplemental Due
                 Diligence.


           4.2   EXPIRATION OF DUE DILIGENCE PERIOD.   Buyer
shall  approve  or  disapprove,  in  writing,  Buyer's   due
diligence  on  or  before expiration of  the  Due  Diligence
Period.   If  Buyer  disapproves Buyer's due  diligence,  in
writing,  on  or  before expiration  of  the  Due  Diligence
Period,  this  Agreement shall terminate and  Escrow  Holder
shall  deliver to Buyer the Deposit and thereafter,  neither
Seller  nor  Buyer  shall  have any  further  obligation  or
liability  under this Agreement, except for the  Obligations
Surviving Termination (as hereinafter defined).


     5.   DURATION OF ESCROW AND ESCROW INSTRUCTIONS.

          5.1    JOINT   ESCROW  INSTRUCTIONS  AND   GENERAL
CONDITIONS.  This Agreement shall constitute both agreements
between  Buyer  and Seller and joint escrow instructions  to
Escrow  Holder.  Escrow  Holder's  general  conditions  (the
"General  Conditions")  attached hereto  as  Exhibit  B  are
incorporated herein by reference to the extent they are  not
inconsistent  with  the provisions of  this  Agreement.   If
there  is  any inconsistency between the provisions  of  the
General  Conditions and this Agreement,  the  provisions  of
this  Agreement  shall control.  If any provisions  of  this
Agreement  are unacceptable to Escrow Holder, or  if  Escrow
Holder  requires additional instructions, the Parties  agree
to  make  any  deletions,  substitutions  and  additions  as
counsel for the Parties shall mutually approve and which  do
not materially alter the terms of this Agreement.

          5.2  CLOSE OF ESCROW.

                (a)  CLOSING DATE.  Unless the Parties agree
          upon  an earlier closing date, Escrow shall  close
          January  2, 2005 (the "Closing Date"), subject  to
          Seller satisfying all of its obligations herein.

               (b)   CLOSE  OF  ESCROW DEFINED.   "Close  of
          Escrow"  will  have  occurred when  Escrow  Holder
          records a limited warranty deed (as defined below)
          transferring the Property.

     6.   TITLE EXAMINATION.

          6.1  PROCUREMENT OF TITLE COMMITMENT.  As soon  as
possible  after  the  Effective Date, Buyer  shall,  at  its
expense,  obtain  a  current title commitment  covering  the
Property  (the "Title Commitment") issued by Escrow  Holder,
naming  Buyer  as  proposed insured, in the  amount  of  the
Purchase  Price,  together  with  legible  copies   of   all
documents described in the Title Commitment.

          6.2  TITLE EXCEPTIONS.  On or before expiration of
the  Due Diligence Period, Buyer may give written notice  to
Seller of any objections Buyer may have with respect to  any
conditions  affecting the Property or as  disclosed  by  the
Title  Commitment (the "Title Objections").  If Buyer  fails
to give any such notice with respect to any specific matters
disclosed in the Title Commitment on or before expiration of
the Due Diligence Period, then Buyer shall be deemed to have
waived any Title Objections with respect to all such matters
as  to  which no objection is made and any such matter shall
be  deemed  a  "Permitted  Exception".   Any  title  matters
arising  subsequent  to  the  date  of  the  provided  Title
Commitment may be reviewed by Buyer and Buyer shall have  at
least  five  business days to review the same; if necessary,
the  Due Diligence Period shall be extended to provide Buyer
with  at  least  five  business  days  to  review  any  such
supplemental  matters.   Any  such  extension  of  the   Due
Diligence Period shall also extend, by like number of  days,
the  Response Period and Title Election Deadline as  defined
below.

          6.3   FAILURE TO CORRECT TITLE OBJECTIONS.  Except
as  hereinafter  expressly provided  in  this  Section  6.3,
Seller  shall  have  no  obligation  whatsoever  to  remove,
satisfy,  or  otherwise cure, or to  incur  any  expense  in
connection with the curing of any Title Objections of  which
Seller is notified by Buyer in accordance with Section  6.2.
Seller  shall  notify  Buyer  within  ten  (10)  days  after
Seller's  receipt of written notice from Buyer of any  Title
Objections  (the "Response Period") whether  or  not  Seller
agrees to take action to cause such Title Objections  to  be
cured  on  or before the Closing Date although Seller  shall
not otherwise have any obligation to take any action to cure
any  Title  Objections other than to release liens evidenced
by mortgages, deeds of trust, financing statements, security
interests and similar security instruments created by Seller
(such instruments are collectively referred to herein as the
"Secured  Encumbrances").  Buyer acknowledges that  a  Title
Objection  shall be deemed cured if Escrow Holder agrees  to
issue  its  policy of title insurance with  respect  to  the
Property to Buyer without exception to such Title Objection.
If Seller expressly agrees in writing to take action to cure
any  of  such  Title Objections pursuant to Buyer's  notice,
then Seller shall have assumed the obligation to take action
to cure only such Title Objections as expressly set forth by
Seller,  but  not other Title Objections, on or  before  the
Closing  Date.  If Seller does not notify Buyer  within  the
Response Period that it has agreed in writing to take action
to  cure  Buyer's Title Objections, or if Seller  thereafter
fails  to  take any action to cure on or before the  Closing
Date  any Title Objections made by Buyer pursuant to Section
6.2  in  accordance with Seller's written agreement to  take
such  action (which Closing Date shall, at Buyer's election,
be  extended for up to fifteen (15) additional days),  Buyer
may,  as its sole remedy, elect by written notice to  Seller
on or before fifteen (15) days after the end of the Response
Period  (the "Title Election Deadline"), to do  one  of  the
following:

               6.3.1      To  waive any such Title Objection
          (thereby  making such Title Objection a "Permitted
          Exception")  and  to  close  the  transaction   in
          accordance  with  the  terms  of  this   Agreement
          without reduction of the Purchase Price; or

               6.3.2     To terminate this Agreement, and in
          the event of such termination, Escrow Holder shall
          deliver  to  Buyer  the  Deposit  and  thereafter,
          neither  Seller nor Buyer shall have  any  further
          obligation  or  liability  under  this   Agreement
          except  for  Seller's indemnification  obligations
          under  Section 11.2 of this Agreement (as  limited
          by  Section  27  of  this Agreement)  and  Buyer's
          Indemnity Obligations under Sections 9.2 and  11.2
          (collectively,    the    "Obligations    Surviving
          Termination").

     If  Buyer  fails  to  elect either  option  under  this
     Section  6.3 on or before the Title Election  Deadline,
     Buyer  shall  be deemed to have elected to  waive  such
     Title  Objection(s)  and to close  the  transaction  in
     accordance with the terms of this Agreement as provided
     in Section 6.3.1 hereof.

     7.   FINANCING CONTINGENCY.  [Intentionally Omitted]

     8.   REPRESENTATIONS.

          8.1   SELLER'S REPRESENTATIONS.  As an  inducement
to  Buyer  to  enter into this Agreement,  Seller  warrants,
covenants  and  represents to Buyer,  which  representations
shall  be  deemed to be true and correct as of  the  Closing
unless Seller shall have notified Buyer to the contrary, and
which   warranties,  covenants  and  representations   shall
survive closing for a period of one (1) year, as follows:

               8.1.1      AUTHORITY.  Seller  is  a  limited
               liability  company  duly  organized,  validly
               existing and in good standing under the  laws
               of  its state of formation and has the right,
               power,  and  authority  to  enter  into  this
               Agreement and the right, power, and authority
               to convey the Property in accordance with the
               terms and conditions of this Agreement.

               8.1.2      ENVIRONMENTAL.   To  the  best  of
               Seller's Actual Knowledge (as defined  below)
               as   of   the   date  hereof,   no  hazardous
               materials  are  present on  the  Property  at
               levels  that require removal, remediation  or
               other   corrective  action  under  applicable
               laws,  ordinances, rules and  regulations  in
               effect and applicable to the Property on such
               date.    For   purposes  of  this  Agreement,
               "Seller's  Actual Knowledge" shall  mean  the
               actual (as opposed to constructive) knowledge
               of   Lloyd   Bernstein,   but   without   his
               independent      investigation.        Seller
               represents that such individuals are privy to
               and hold such position within Seller as to be
               familiar  with the factual circumstances,  if
               the same might exist, for which knowledge may
               be   imputed  under  commercially  reasonable
               circumstances,  upon such matters  as  Seller
               may represent to its actual knowledge in this
               Agreement.

               8.1.3.    PROPERTY AND STERLING MATTERS.   To
               Seller's  Actual Knowledge, the  Property  is
               not  under threat of condemnation of  eminent
               domain,  is in substantially good repair  and
               working  order,  all real  estate  taxes  are
               current,   and   lessee  has   obtained   all
               licenses,   permits   and   certificates   of
               occupancy  necessary to conduct its  business
               on   the   Property.   To   Seller's   Actual
               Knowledge, lessee has not declared Seller  in
               default  under any term or provision  of  the
               Lease   relating   to  Landlord's   work   or
               construction  responsibilities,  matters   of
               zoning,  title, or environmental concern,  or
               any  other matter, nor to the Seller's Actual
               Knowledge, has any event occurred that,  with
               the  passing  of  time,  would  constitute  a
               default  by  Seller under the Lease,  nor  is
               lessee  in material default under the  Lease,
               and  the  Guaranty of Lease is still in  full
               force and effect.

          8.2  BUYER'S REPRESENTATIONS.  As an inducement to
Seller  to  enter  into this Agreement, Buyer  warrants  and
represents  to Seller that AEI Fund Management,  Inc.  is  a
corporation  duly organized, validly existing  and  in  good
standing  under the laws of the State of Minnesota  and  has
the right, power, and authority to enter into this Agreement
and the right, power, and authority to purchase the Property
in   accordance  with  the  terms  and  conditions  of  this
Agreement.   Buyer  further  acknowledges,  represents   and
warrants  to  Seller  that  Buyer  has  the  knowledge   and
experience in financial and business matters to enable Buyer
to   evaluate  the  merits  and  risks  of  the  transaction
contemplated by this Agreement, and that Buyer is not  in  a
disparate  bargaining  position  relative  to  Seller   with
respect to this Agreement.

          8.3   NO  FURTHER  REPRESENTATIONS OR  WARRANTIES.
Buyer  agrees  that Buyer's election not to  terminate  this
Agreement  pursuant to Section 9.4 below shall constitute  a
representation  by  Buyer to Seller  that  Buyer  has  fully
inspected  the Property and agrees to purchase the  Property
wholly  "as  is,  where  is, with all  faults",  subject  to
Seller's  representations in Sections 8.1 and  11.2  hereof.
Buyer  acknowledges that Seller has made  no  warranties  or
representations whatsoever pertaining to the  Property,  the
condition  thereof, the value thereof, or any  other  matter
with  respect to the Property that will survive the Closing,
other  than  as  may  be contained in the  documents  to  be
delivered  at  Closing as provided in  Section  10.1.1,  the
brokerage   representation  and  indemnity  set   forth   in
Section   11.2,  and  the  representations  set   forth   in
Section 8.1 above.

     9.   INSPECTIONS.

          9.1  ACCESS.  Buyer will conduct a site review and
inspection  of  the Parcel prior to closing and  approve  or
disapprove   the  Premises  for  purchase,   in   its   sole
discretion,  during  the  Due  Diligence  Period.  From  the
Effective  Date, Buyer and its agents, shall have the  right
to  enter  upon the Property to inspect, examine, and  study
the  physical  integrity  of the  Property,  which,  in  the
opinion  of  Buyer, are necessary to determine the  physical
condition   of  the  Property.   Seller  hereby  agrees   to
cooperate with Buyer and its agents, in connection with such
inspections.

          9.2   INSURANCE AND INDEMNIFICATION.   Buyer  will
(i)  carry not less than One Million Dollars ($1,000,000.00)
commercial  general  liability  insurance  with  contractual
liability endorsement naming Seller as an additional insured
thereunder  and  insuring Buyer's Indemnity Obligations  (as
hereinafter  defined) and, prior to the  entering  upon  the
Property, will provide Seller with written evidence of same,
(ii)  will  not  reveal to any third party not  approved  by
Seller  (other than Buyer's agents, employees,  contractors,
design  professionals,  and  lenders)  the  results  of  its
inspections,  and (iii) will restore promptly  any  physical
damage  caused by the inspections.  Buyer shall give  Seller
reasonable  prior  notice of its intention  to  conduct  any
inspections,  and  Seller  reserves  the  right  to  have  a
representative present at such inspections.  Buyer agrees to
provide  Seller  with a copy of any inspection  report  upon
Seller's   written  request.   Buyer  agrees  to  indemnify,
defend,  and  hold Seller free and harmless from  any  loss,
injury,  damage, claim, lien, allegation, cost  or  expense,
including  attorneys' fees, arising out of a breach  of  the
foregoing  agreements  by  Buyer  in  connection  with   the
inspection  of the Property, or otherwise from the  exercise
by   Buyer  of  the  right  of  access  under  Section   9.1
(collectively,  the  "Buyer's Indemnity Obligations").   Any
inspections shall be at Buyer's sole cost and expense.   The
provisions of this Section 9.2 shall survive Closing.

          9.3  REPORTS.  Within five (5) business days after
the  Effective Date, Seller will provide, if not  previously
provided, to Buyer all of the items listed in Section 4.1(a)
above.

     Seller makes no representations or warranties as to the
truth,  accuracy or completeness of any materials,  data  or
other  information  supplied to  Buyer  in  connection  with
Buyer's   inspection  of  the  Property  (e.g.,  that   such
materials  are  complete,  accurate  or  the  final  version
thereof,   or  that  all  such  materials  are  in  Seller's
possession).   To Seller's Actual Knowledge, such  materials
are   not   inaccurate.    It  is   the   parties'   express
understanding and agreement that such materials are provided
only  for  Buyer's convenience in making its own examination
of  the  Property,  and,  in  doing  so,  Buyer  shall  rely
exclusively   on  its  own  independent  investigation   and
evaluation  of every aspect of the Property and not  on  any
materials supplied by Seller.  Buyer expressly disclaims any
intent  to  rely  on any such materials provided  to  it  by
Seller  in  connection with its inspection,  except  to  the
extent   otherwise  represented,  warranted  and  covenanted
herein  by  Seller, and agrees that it shall rely solely  on
its own independently developed or verified information.

          9.4  RIGHT TO TERMINATE.  If, notwithstanding  the
Buyer's  right to terminate pursuant to Section 9.1  herein,
in  the sole and absolute opinion of Buyer, the Property  is
not  suitable  or acceptable to Buyer for any reason  or  no
reason,  Buyer  shall have the right at any  time  prior  to
5:00  p.m.  Pacific Time on the date which the Due Diligence
Period  expires,  to  terminate this  Agreement  by  sending
written  notice of termination to Seller.  In the  event  of
termination  pursuant  to this Section  9.4,  Escrow  Holder
shall,  within  two  (2) business days  after  such  written
notice of termination, return the Deposit to Buyer, less one-
half   of   the  Escrow  Holder's  cancellation  fees,   and
thereafter, neither Seller nor Buyer shall have any  further
obligation  or  liability under this  Agreement  except  for
Obligations Surviving Termination.  If Buyer does not  elect
to terminate this Agreement as provided in this Section 9.4,
Buyer  shall be deemed to have waived its right to terminate
this Agreement under this Section 9.4, and the Deposit shall
be  fully  earned  by  Seller and non-refundable  to  Buyer,
except as otherwise expressly provided in this Agreement.

     10.  THE CLOSING.

          10.1  DELIVERIES  AT CLOSING.  The  Closing  shall
occur  as  follows, subject to satisfaction of  all  of  the
terms and conditions of this Agreement:

               10.1.1    Seller shall convey its interest in
               and  to  the  Property to Buyer by depositing
               into  Escrow  a  limited warranty  deed  (the
               "Deed"),  which Deed shall convey fee  simple
               title  to  the Property to Buyer, subject  to
               the Permitted Exceptions.  The Deed shall  be
               expressly accepted by and binding upon Buyer,
               its  successors and assigns and the  Property
               from and after the Closing Date.

                    10.1.1.1  Such assignment, documents and
                    other    instruments   and   agreements,
                    executed, witnessed and acknowledged  in
                    recordable  form, as shall be reasonably
                    required by Escrow Holder to release  of
                    record  the  Property from  the  Secured
                    Encumbrances  and  all Title  Objections
                    which  Seller  has agreed to  remove  in
                    accordance   with  the   provisions   of
                    Section 6 above;

                    10.1.1.2     Such    other    documents,
                    instruments,  and  agreements   as   are
                    customarily  executed and  delivered  at
                    closing  by sellers of real property  in
                    Auburn  Hills,  Michigan, including  but
                    not   limited  to  a  standard  Seller's
                    affidavit  respecting mechanic's  liens,
                    and a FIRPTA Affidavit.

                    10.1.1.3   An Assignment and  Assumption
                    of Lease document providing, inter alia,
                    that  Seller  has good and  indefeasible
                    title to the Lease free and clear of all
                    liens   and   encumbrances  except   the
                    Permitted  Exceptions,  and   a   mutual
                    indemnification  of  Buyer  and  Seller,
                    respectively,  for  lessor   obligations
                    under  the Lease, pre and post  closing,
                    respectively.    The   form   of    said
                    Assignment   and  Assumption   Agreement
                    shall   be  negotiated  in  good   faith
                    between  the  parties  during  the   Due
                    Diligence Period, and failure  to  agree
                    on the form of the same shall be grounds
                    for   either  party  to  terminate  this
                    Agreement.

                    10.1.1.4  An estoppel from lessee in the
                    form  attached hereto as  Exhibit  C,  ,
                    dated  no  more  than thirty  (30)  days
                    prior to the closing.

          10.2   CLOSING  COSTS.   Seller  and  Buyer  shall
respectively pay the following costs and expenses:

               10.2.1    Seller shall pay half of all  costs
               of  closing,  including but not  limited  to:
               transfer   taxes,  transfer  fees,  recording
               costs, and escrow fee.  Seller shall pay  any
               brokerage commissions as set forth in Section
               11.1.  Seller shall pay at closing up to  but
               not  exceeding $4,500 total for the following
               costs:  an  Owner's Policy of Title Insurance
               in  favor of Buyer and one-half of the  costs
               of  any survey or environmental report update
               incurred  by Buyer otherwise at Buyer's  sole
               cost  and  expense.  Seller shall  be  solely
               responsible  for  the fees  and  expenses  of
               Seller's attorneys, or other legal costs.

               10.2.2     Buyer shall pay half of all  costs
               of closing as listed in Section 10.2.1 above,
               subject   to  Seller's  contribution   toward
               title, survey and environmental report  costs
               as  set  forth  therein,  and  excluding  all
               brokerage commissions. Buyer shall be  solely
               responsible  for  the fees  and  expenses  of
               Buyer's attorneys, or other legal costs.

     11.  REAL ESTATE BROKERS.

          11.1   COMMISSION.    Seller   shall   be   solely
     responsible  for  and pay at Closing  all  real  estate
     commissions  to  any party claiming commission  through
     Seller ("Seller's Broker")

          11.2   REPRESENTATIONS  AND  INDEMNITY   REGARDING
     BROKERS.    Except  as  specifically   set   forth   in
     Section  11.1,  Seller  and Buyer  each  represent  and
     warrant   to  the  other  that  neither  has  employed,
     retained, or consulted any broker, agent, or finder  in
     carrying  on the negotiations in connection  with  this
     Agreement or the purchase and sale referred to  herein.
     Seller  hereby  indemnifies Buyer and  agrees  to  hold
     Buyer harmless from and against any and all claims (and
     all  expenses,  including attorneys' fees  incurred  in
     defending   any   such  claim  or  in  enforcing   this
     indemnity)  for  real  estate  commissions  (including,
     without  limitation,  the said  commission  payable  by
     Seller  to  Broker) or similar fees if such claims  are
     made  by an agent or broker claiming to have dealt with
     Seller.  Buyer hereby indemnifies Seller and agrees  to
     hold  Seller  harmless from and  against  any  and  all
     claims  (and  all  expenses, including attorneys'  fees
     incurred  in  defending any such claim or in  enforcing
     this  indemnity) for real estate commissions or similar
     fees  if  such  claims are made by an agent  or  broker
     claiming  to  have dealt with Buyer.   The  indemnities
     contained  in  this  Section  11.2  shall  survive  the
     Closing or any termination of this Agreement.

          11.3  FAILURE TO CLOSE.  Neither Seller nor  Buyer
     shall  have any liability to Brokers in the  event  the
     sale  of  the  Property should fail to  close  for  any
     reason  whatsoever,  including, without  limitation,  a
     default by Seller or Buyer.





     12.  DEFAULT.

          12.1  SELLER'S DEFAULT.  If the sale and  purchase
     of  the Property contemplated by this Agreement is  not
     consummated on account of Seller's default, then  Buyer
     retains all remedies available at law or equity in  the
     event  of  default hereunder by Seller with respect  to
     its obligation to sell the Property.

          12.2 BUYER'S DEFAULT.  If the sale and purchase of
     the  Property as contemplated by this Agreement is  not
     consummated  because  of Buyer's default,  then  Seller
     shall  be entitled to unilaterally direct Escrow Holder
     in writing (with a copy to Buyer) to pay the Deposit to
     Seller.   Buyer and Seller agree to indemnify and  hold
     Escrow  Holder  harmless  from  and  against  any  loss
     (including,   without  limitation,   attorneys'   fees)
     arising  out  of  or  incurred in connection  with  the
     release  of  the Deposit to Seller. Seller retains  all
     remedies  available at law or equity in  the  event  of
     default  hereunder  by  Buyer  with  respect   to   its
     obligation to purchase the Property.

     13.   NO RECORDING.  The parties acknowledge that  this
Agreement is not in recordable form and agree not to  record
this Agreement.

     14.   DATE OF PERFORMANCE.  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.

     15.  GOVERNING LAW.  This Agreement shall be construed,
interpreted,  and enforced in accordance with  the  internal
laws  of  the  State  of  Michigan, without  regard  to  the
principles of conflicts of law.

     16.    NOTICES.   Any  notices,  requests,   or   other
communications  required or permitted to be given  hereunder
shall  be  in  writing  and shall be delivered  by  hand  or
courier  without limitations (including an overnight courier
service  such as FedEx) or mailed by United States certified
mail,   return  receipt  requested,  postage   prepaid   and
addressed  to each party at the address set forth below,  or
transmitted by facsimile to the facsimile number  set  forth
below with confirmed receipt and hard copy sent within three
(3)  days  thereof by one of the other approved  methods  of
delivery.   Any such notice, request, or other communication
shall  be  considered given, delivered or received,  as  the
case  may  be,  on the date of hand or courier  delivery  or
facsimile  transmission or on the third (3rd) day  following
deposit  in  the  United  States  mail  as  provided  above.
Rejection or other refusal to accept or inability to deliver
because  of  changed address of which no  notice  was  given
shall  be  deemed to be receipt of the notice,  request,  or
other  communication.   By giving at least  five  (5)  days'
prior  written notice thereof, any party may  from  time  to
time and at any time change its mailing address or facsimile
number hereunder.



     To Seller:          LMB Auburn Hills I, LLC
                         2631 Erie Avenue, Suite 21
                         Cincinnati, Ohio 45208
                         Fax: (513) 321-3364

     with a copy to:     Thomas J. Sherman, Esq.
                         Dinsmore & Shohl
                         1900 Chemed Center
                         255 E. Fifth Street
                         Cincinnati, Ohio 45202
                         Fax:  (513) 977-8575

     To Buyer:           AEI Fund Management, Inc.
                         1300 Wells Fargo Place
                         30 Seventh Street East
                         St. Paul, Minnesota   55101
                         Attn: George J. Rerat  and  Jenn
     Schreiner
                         Fax (651) 227-7705

      with  a  copy to:  Michael B.  Daugherty, Esq.
                         1300 Wells Fargo Place
                         30 Seventh Street East
                         St. Paul, Minnesota   55101
                         Fax: (612) 677-3181
                         Phone: (612) 720-0777

     To Escrow Holder:   First American Title Insurance Company
                         Attn:  Rod Ives
                         1900 Midwest Plaza West
                         801 Nicollet Mall
                         Minneapolis, MN  55402

     17.   ENTIRE  AGREEMENT; MODIFICATION.  This  Agreement
supersedes  all  prior  discussions and  agreements  between
Seller  and Buyer with respect to the Property and  contains
the  sole and entire understanding between Seller and  Buyer
with  respect  thereto.  All promises, inducements,  offers,
letters  of  intent, solicitations, agreements, commitments,
representation, and warranties heretofore made between  such
parties  with respect to the Property are merged  into  this
Agreement.  This Agreement shall not be modified or  amended
in any respect except by a written instrument executed by or
on behalf of each of Buyer and Seller.

       18.    SURVIVAL   OF   COVENANTS.    All   covenants,
representations,  warranties,  obligations  and   agreements
contained  in  this  Agreement shall survive  the  Close  of
Escrow and the delivery and recordation of all documents  or
instruments  in  connection therewith.  Notwithstanding  the
foregoing,  however,  a  Party's  obligation  to  perform  a
certain  act or take a certain action as required  hereunder
shall  cease upon that Party's timely and proper performance
thereof.

     19.   EXHIBITS.  Each and every exhibit referred to  or
otherwise  mentioned in this Agreement is attached  to  this
Agreement and shall be construed to be made a part  of  this
Agreement  by such reference or other mention at each  point
at which such reference or other mention occurs, in the same
manner and with the same effect as if each exhibit were  set
forth in full and at length every time it is referred to  or
otherwise mentioned.

     20.   CAPTIONS.   All captions, headings,  section  and
subsection numbers and letters, and other reference  numbers
or  letters  are  solely for the purpose of convenience  and
shall  not  be deemed to supplement or limit the subject  of
such Sections or to be considered in their construction.

     21.   COUNTERPARTS.  This Agreement may be executed  in
multiple  counterparts, each of which  shall  constitute  an
original  and  all  of  which  when  taken  together   shall
constitute one and the same instrument.

     22.   WAIVER.   Any condition or right of  termination,
cancellation,  or  rescission granted by this  Agreement  to
Buyer  or  Seller  may  be waived by such  party;  provided,
however,  that no waiver shall be binding on a party  hereto
unless made expressly and in writing.

     23.  RIGHTS CUMULATIVE.  Except as expressly limited by
the  terms  of  this  Agreement,  all  rights,  powers,  and
privileges conferred hereunder shall be cumulative  and  not
restrictive of those given by law.

     24.   SUCCESSORS AND ASSIGNS.  This Agreement shall  be
binding upon and inure of the benefit of the parties  hereto
and their respective heirs, successors, and assigns.

     25.   ASSIGNMENT.  Except as provided in  paragraph  31
hereof,  without the prior written consent of Seller,  Buyer
shall  not  assign, mortgage, pledge, or in  any  other  way
encumber or transfer any of Buyer's rights hereunder or  any
part  thereof to any person, firm, partnership, corporation,
or  other entity by operation of law or otherwise; provided,
however,  Buyer  may  assign its  rights  hereunder  to  any
person, corporation, partnership, limited liability company,
or  other  entity, if the same controls Buyer, is controlled
by  Buyer  or  is under common control with Buyer.   In  the
event  of  such  permitted assignment,  Buyer  shall  remain
liable for Buyer's obligations under this Agreement.

     26.   TIME OF ESSENCE.  Time is of the essence  in  the
performance of each provision of this Agreement.

     27.   LIMITATION  OF LIABILITY.  Buyer  (on  behalf  of
itself,  its  direct and indirect partners, all  persons  or
entities controlling, controlled by, or under common control
with   Buyer,   and  all  officers,  directors,   employees,
trustees, advisors, agents, shareholders, or contractors  of
any  of  the  foregoing)  agrees and acknowledges  that  the
obligations of Seller under this Agreement do not constitute
personal  obligations of Seller, and that Buyer agrees  that
it  will  look  solely  to the interest  of  Seller  in  the
Property  and  the  proceeds  thereof  (including,   without
limitation,  the  Purchase Price) for  satisfaction  of  any
liability of Seller with respect to this Agreement, and will
not seek recourse against any other assets of Seller, or the
members  of Seller, or their respective officers, directors,
trustees, advisors, members, agents, shareholders, employees
or  contractors, or any of their personal assets,  for  such
satisfaction. In addition, the obligations of the members of
Seller  to  make capital contributions to Seller  shall  not
constitute  assets of Seller against which recourse  may  be
sought for purposes hereof.

     Seller  (on  behalf of itself, its direct and  indirect
partners,  all  persons or entities controlling,  controlled
by,  or  under common control with Seller, and all officers,
directors,    employees,   trustees,    advisors,    agents,
shareholders, or contractors of any of the foregoing) agrees
and  acknowledges that the obligations of Buyer  under  this
Agreement  do  not  constitute personal obligations  of  the
direct or indirect partners of Buyer or the members of Buyer
or their respective officers, directors, trustees, advisors,
members,  agents, shareholders, employees,  or  contractors,
and  that  Seller  agrees that it will look  solely  to  the
interest  of Buyer in the Property and the proceeds  thereof
and  Buyer's  assets for satisfaction of  any  liability  of
Buyer  with  respect to this Agreement, and  will  not  seek
recourse  against any members of Buyer, or their  respective
officers,  directors, trustees, advisors,  members,  agents,
shareholders,  employees or contractors,  or  any  of  their
personal  assets,  for such satisfaction. In  addition,  the
obligations  of  the  members  of  Buyer  to  make   capital
contributions to Buyer shall not constitute assets of  Buyer
against  which  recourse may be sought for purposes  hereof.
The provisions of this Section 27 shall survive Closing.

      28.   SEVERABILITY.  If any portion of this  Agreement
becomes  illegal, null, void or against public  policy,  for
any   reason,   or  is  held  by  any  court  of   competent
jurisdiction  to  be illegal, null, void or  against  public
policy,  the remaining portions of this Agreement shall  not
be  affected  thereby  and shall remain  in  effect  to  the
fullest extent permitted by law.

     29.   INTERPRETATION.  No provision of  this  Agreement
shall   be   construed   against  or  interpreted   to   the
disadvantage  of  any party hereto by  any  court  or  other
governmental or judicial authority by reason of  such  party
having  or  being  deemed  to have  structured,  drafted  or
dictated such provision.

     30.   ATTORNEY'S FEES.  If Seller or Buyer shall engage
an  attorney in connection with any action or proceeding  to
enforce this Agreement, the prevailing party in such  action
or  proceeding shall be entitled to recover its court  costs
including   reasonable  attorneys'  fees,  to   the   extent
permitted  by law.  If different parties are the  prevailing
parties on different issues, the respective court costs  and
related  attorneys' fees shall be apportioned in  proportion
to  the  value  of  the issues decided for  or  against  the
parties.

     31.    SECTION  1031  EXCHANGE.   Notwithstanding   any
language  in the contract to the contrary, either party  may
assign  this  contract and all his interests in  and  rights
under it to other persons or corporations. Either Party  may
assign its interest in the contract therein for purposes  of
making a Like Kind Exchange pursuant to Section 1031 of  the
Internal  Revenue  Code,  but  makes  no  representation  or
warranty  as to whether or not the transaction qualifies  as
such.

     32.   Buyer  is aware the Seller intends to perform  an
IRC  Section  1031 tax deferred exchange.   Seller  requests
Buyer's  cooperation in such an exchange and agrees to  hold
Buyer  harmless from any and all claims, costs, liabilities,
or  delays  in time resulting from such an exchange.   Buyer
agrees  to an assignment of this contract by the Seller  for
such purposes subject to the terms hereof.




     IN  WITNESS  WHEREOF,  the  parties  hereto  have  duly
signed,  sealed and delivered this Agreement as of the  date
first written above.


                         SELLER:

                         LMB AUBURN HILLS I, LLC
                         a Ohio limited liability
                         corporation

                         By:  /s/ Lloyd M Bernstein
                         Name:    Lloyd M Bernstein
                         Title:   Manager

                         Date of Execution:         10/27/04



                         BUYER:

                         AEI FUND MANAGEMENT, INC.,
                         a Minnesota corporation


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

                         Date  of Execution:  October  28, 2004