ASSIGNMENT OFAGREEMENT OF SALE AND
             FIRSTAMENDMENT TO AGREEMENT OF SALE

      THIS ASSIGNMENT made and entered into this 23rd day of
December 2003, by and between AEI FUND MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI INCOME &  GROWTH
FUND   XXI   LIMITED   PARTNERSHIP,  a   Minnesota   limited
partnership ("Assignee");

     WITNESSETH, that:

      WHEREAS,  on  the 15th day of December 2003,  Assignor
entered  into  a  Agreement of Sale and First  Amendment  To
Agreement   of   Sale  dated  December  22nd,   2003   ("the
Agreement")  for that certain property located at  7603  San
Dario  Avenue, Laredo, TX (the "Property") with  GE  Capital
Franchise Finance Corporation ("Seller"); and

      WHEREAS,  Assignor desires to assign an undivided  one
hundred  percent (100.0%) of its rights, title, and interest
in,  to, and under the Agreement only as it pertains to  the
Laredo, TX property to Assignee as hereinafter provided;

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

     1.    Assignor  assigns all of its  rights,  title  and
     interest  in, to and under the Agreement,  only  as  it
     pertains  to  the Laredo, TX property, to Assignee,  to
     have  and  to  hold  the same unto  the  Assignee,  its
     successors and assigns;

     2.    Assignee, only as it pertains to the  Laredo,  TX
     property,   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.

AEI FUND MANAGEMENT, INC.
("Assignor")
By: /s/ Robert P Johnson
        Robert P. Johnson, its President

AEI INCOME & GROWTH FUND XXI
LIMITED PARTNERSHIP ("Assignee")
BY: AEI FUND MANAGEMENT XXI, INC.

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




                      AGREEMENT OF SALE

    THIS  AGREEMENT OF SALE (this "Agreement') is  made  and
entered into as of December 15, 2003 (the "Effective Date"),
by  and between GE CAPITAL FRANCHISE FINANCE CORPORATION,  a
Delaware  corporation ("Seller") (successor by  merger  with
Franchise   Finance  Corporation  of  America,  a   Maryland
corporation,  sole shareholder and successor by  dissolution
of  FFCA  Acquisition Corporation, a Delaware  corporation),
whose  address  is 17207 North Perimeter Drive,  Scottsdale,
Arizona  85255, and AEI FUND MANAGEMENT, INC.,  a  Minnesota
corporation  ("Buyer") whose address  1300  Minnesota  World
Trade Center, 30 Seventh Street East, St. Paul, MN 55101.

                         WITNESSETH:

     WHEREAS,  Seller  is  the owner of  that  certain  real
listed by address and Seller Property Number on the attached
Exhibit  A  attached  hereto, together with  the  buildings,
structures,  fixtures and improvements now  located  thereon
(individually a "Premises", collectively, the "Premises");

     WHEREAS, Seller, as lessor, and Kona Restaurant  Group,
Inc.,  a  Delaware corporation ("Lessee"),  are  parties  to
those  certain Leases listed by address and Seller  Property
Number on the attached Exhibit A (individually, the "Lease",
collectively the "Leases") with respect to the Premises;

     WHEREAS,   pursuant  to  those  certain   Unconditional
Guaranties of Payment and Performance listed by date, Seller
Property  Number, lessee party and guarantor  party  on  the
attached    Exhibit   A   (individually   the    "Guaranty",
collectively   the   "Guaranties"),  Norman   J.   Abdallah,
Graziella  Abdallah, Creed Lamar Ford Ill,  Lynn  Ford,  and
Fired   Up,  Inc.,  a  Texas  corporation  (individually   a
"Guarantor",  collectively the "Guarantors")  guarantee  the
obligations  of  the  applicable  lessee  party  under   the
applicable Lease and certain other documents; and

     WHEREAS,  Buyer desires to purchase the  Premises  from
Seller  and  Seller  desires to  (i)  sell  and  convey  the
Premises to Buyer and (ii) assign its interest in each Lease
and  in each Guaranty to Buyer, all subject to the terms and
conditions set forth herein.

     NOW,   THEREFORE,  in  consideration  of   the   mutual
covenants  contained  herein, and other  good  and  valuable
consideration,  the  receipt and sufficiency  of  which  are
hereby acknowledged, the parties hereto agree as follows:

     1.  SALE  OF PREMISES. On the terms and conditions  set
forth  in  this Agreement, Seller hereby agrees to sell  and
convey  the  Premises to Buyer, and Buyer hereby  agrees  to
purchase the Premises from Seller.

     2.   CLOSING  DATE.  The  closing  of  the  transaction
contemplated by this Agreement (the "Closing") shall be held
on  or before December 23, 2003, or such earlier date as the
parties  may  agree (the "Closing Date"). Seller  and  Buyer
agree         to         execute        all        documents
necessary  to  consummate the closing of this  sale  and  to
furnish evidence of their authority and capacity.

          3.   PURCHASE  PRICE. The purchase price  for  the
    Premises shall be
$9.626.300.00 (the "Purchase Price"), the allocation of  the
Purchase Price among each of the Properties is set forth  on
Exhibit  A attached hereto and shall be payable by Buyer  to
Seller  in immediately available funds on the Closing  Date.
An  earnest  deposit of $100,000.00 (the "Earnest  Deposit")
shall be paid by Buyer to Escrow Agent upon the execution of
this  Agreement  by the parties hereto. The Earnest  Deposit
shall  be applied toward the Purchase Price at Closing.  The
Purchase Price shall be absolutely net to Seller, and  Buyer
shall pay in immediately available funds at the Closing  all
expenses in connection with the transaction contemplated  by
this  Agreement, including, but not limited to,  all  escrow
fees,  title  fees, survey fees, recording fees,  attorneys'
fees,  transfer taxes, stamp taxes, privilege  taxes,  sales
and  use  taxes  and  any  and  all  other  costs  and  fees
associated with the Closing. Buyer shall receive a credit at
Closing  for any prepaid rental paid to Seller in an  amount
equal to the monthly rental paid by each lessee pursuant  to
the applicable Lease multiplied by a fraction, the numerator
of  which  is  the  number of days from  and  including  the
Closing Date through and including the last day of the month
in which the Closing occurs, and the denominator of which is
the  total number of days in the month in which the  Closing
occurs;  provided further, however, if Seller  receives  the
Purchase Price on or after 12:00 p.m. (Phoenix, AZ time)  on
the  Closing Date, the numerator of such fraction  shall  be
the  number  of  days from and including the day  after  the
Closing Date through and including the last day of the month
in  which the Closing occurs. Notwithstanding the foregoing,
a  broker's commission shall be paid by Seller as set  forth
in Section 21 hereof.

    4.  REPRESENTATIONS  AND WARRANTIES  OF  SELLER.  Seller
represents  and warrants to Buyer as of the date hereof  and
as of the Closing Date that:

          (a)  Seller  is  a corporation duly organized  and
    validly  existing  under  the  laws  of  the  State   of
    Delaware, has full power and authority to carry out  and
    consummate   all  transactions  contemplated   by   this
    Agreement,  and has duly authorized the  taking  of  any
    and  all  actions necessary to carry out and  consummate
    the  transactions contemplated or to be performed on its
    part by this Agreement;

          (b)  Upon execution by Seller, this Agreement  and
    all  documents to be executed in connection herewith  by
    Seller  will  constitute the legal,  valid  and  binding
    obligations  of  Seller, enforceable against  Seller  in
    accordance with their terms;

          (c)   The   person(s)  who  have   executed   this
    Agreement on behalf of Buyer are duly authorized  so  to
    do;

          (d)  There  are no suits, actions, proceedings  or
    investigations   pending  or   threatened   against   or
    involving    Seller   before   any    court,    arbiter,
    administrative   or  governmental   body   which   might
    reasonably  result  in  a  material  adverse  change  in
    Seller's  ability to close the transaction  contemplated
    by this Agreement; and

          (e)   Seller   is   not,  and  the  authorization,
    execution,  delivery and performance of  this  Agreement
    and  the  documents, instruments and agreements provided
    for  herein will not result in any breach of or  default
    under  any  other document, instrument or  agreement  to
    which  Seller is a party or by which Seller, or  any  of
    Seller's   property,   is   subject   or   bound.    The
    authorization,  execution, delivery and  performance  of
    this  Agreement  will  not violate any  applicable  law,
    statute, regulation, rule, ordinance, code or order.

          (f)   Seller   is  not  a  "foreign  corporation,"
    "foreign   partnership,"  "foreign   limited   liability
    company," "foreign trust," or "foreign estate" as  those
    terms  are defined in the Internal Revenue Code and  the
    regulations promulgated thereunder;

    5.    REPRESENTATIONS  AND WARRANTIES  OF  BUYER.  Buyer
represents and warrants to Seller as of the date hereof  and
as of the Closing Date that:

          (a)  Buyer  has been duly organized or formed,  is
    validly existing and in good standing under the laws  of
    its state of organization or formation, is qualified  to
    do    business   in   any   jurisdiction   where    such
    qualification is required, has full power and  authority
    to   carry   out   and   consummate   all   transactions
    contemplated by this Agreement, and has duly  authorized
    the  taking  of any and all actions necessary  to  carry
    out  and consummate the transactions contemplated or  to
    be   performed  on  its  part  by  this  Agreement.  All
    necessary  corporate action has been taken to  authorize
    the  execution,  delivery and performance  by  Buyer  of
    this Agreement;

          (b)   Buyer   is   not  a  "foreign  corporation,"
    "foreign   partnership,"  "foreign   limited   liability
    company," "foreign trust," or "foreign estate" as  those
    terms  are defined in the Internal Revenue Code and  the
    regulations promulgated thereunder;

          (c)   The   person(s)  who  have   executed   this
    Agreement on behalf of Buyer are duly authorized  so  to
    do;

          (d)  Upon  execution by Buyer, this Agreement  and
    all  documents  referenced herein or to be  executed  in
    connection  herewith  by  Buyer,  will  constitute   the
    legal,   valid   and  binding  obligations   of   Buyer,
    enforceable  against  Buyer  in  accordance  with  their
    terms;

          (e)  There  are no suits, actions, proceedings  or
    investigations   pending  or   threatened   against   or
    involving    Buyer    before   any    court,    arbiter,
    administrative   or  governmental   body   which   might
    reasonably  result  in  a  material  adverse  change  in
    Buyer's  ability  to close the transaction  contemplated
    by this Agreement; and

          (f)   Buyer   is   not,  and  the   authorization,
    execution,  delivery and performance of  this  Agreement
    and  the  documents, instruments and agreements provided
    for  herein will not result in any breach of or  default
    under  any  other document, instrument or  agreement  to
    which  Buyer  is a party or by which Buyer,  or  any  of
    Buyer's    property,   is   subject   or   bound.    The
    authorization,  execution, delivery and  performance  of
    this  Agreement  will  not violate any  applicable  law,
    statute, regulation, rule, ordinance, code or order.


All  representations contained in this Section shall survive
the Closing.

    6.   CONDITION TO CLOSING.

          (a)  Buyer  shall have until 5:00  p.m.  (Phoenix,
    Arizona time), December 22, 2003 (the "Condition  Date")
    to  perform  such investigations regarding each  of  the
    Premises,  including, without limitation, the  condition
    of  each  of  the Premises, the zoning of  each  of  the
    Premises,  the suitability of each of the  Premises  for
    Buyer's intended use, and to determine that each of  the
    Premises  is  satisfactory  to  Buyer  in  Buyer's  sole
    discretion  (the "Condition"); provided, however,  Buyer
    shall  provide Seller, within five (5) business days  of
    Buyer's  receipt  thereof, a copy of  any  environmental
    report,  survey,  study, investigation and  any  written
    conclusions   disclosed   in   connection   with    such
    environmental  studies  and/or  reports  conducted  with
    respect  to  any  of  the Premises. Notwithstanding  the
    foregoing,  in  no  event shall Buyer  be  permitted  to
    conduct any Phase II environmental investigation on  the
    Premises  without Seller's prior written consent,  which
    consent may be granted or withheld in Seller's sole  and
    absolute  discretion. Buyer shall and does hereby  agree
    to  repair any damage to the Premises resulting from any
    of  the foregoing investigations and inspections and  to
    indemnify,  defend,  protect and  hold  harmless  Seller
    for,  from and against any and all liabilities,  claims,
    losses,  costs, damages and expenses, including but  not
    limited  to court costs and attorneys' fees,  which  may
    be  incurred by Seller as a result of the inspections or
    investigations  conducted by Buyer and  Buyer's  agents,
    employees   or   contractors.   Such   indemnity   shall
    expressly     include,    without    limitation,     all
    environmental conditions caused by Buyer. The  foregoing
    indemnity  shall survive the Closing or any  termination
    of  this Agreement. Buyer's obligation to purchase  each
    of   the   Premises   shall  be  contingent   upon   its
    satisfaction  or waiver of the Condition  prior  to  the
    Condition  Date  with  respect to such  Premises.  Buyer
    will  use  its  good faith best efforts to  satisfy  the
    Condition  on  or before the Condition  Date.  If  Buyer
    fails  to  notify Seller in writing that  the  Condition
    has  not been satisfied or waived prior to the Condition
    Date,  then the Condition shall conclusively  be  deemed
    satisfied  or  waived,  the  Earnest  Deposit  shall  be
    deemed  non-refundable, and the  parties  shall  proceed
    with  the  consummation of the transaction  contemplated
    herein. If Buyer advises Seller in writing prior to  the
    Condition  Date that the Condition with respect  to  any
    of  the Premises has not been satisfied or waived, or in
    the  event  Seller notifies Buyer prior to  the  Closing
    Date  of  Seller's intent to cancel this Agreement  with
    respect  to Premises due to Seller's receipt of a  Phase
    I   environmental  assessment  for  such  Premises  that
    Seller  deems unacceptable in Seller's sole and absolute
    discretion  (a  "Seller's  Cancellation"),   then   this
    Agreement shall terminate.




          (b)   In   the   event  that  this  Agreement   is
    terminated  Seller shall cause Escrow  Agent  to  return
    the  Earnest Deposit (less all cancellation fees charged
    by Escrow Agent, if any) to Buyer.


          7.  TITLE REVIEW.

          (a)  Within five (5) days of the execution of this
    Agreement,  Escrow Agent (as hereinafter defined)  shall
    have  delivered current title commitments  for  an  ALTA
    Owner's  Policy  for the Property in Colorado  and  TLTA
    Owner's Policies for the Properties in Texas, issued  by
    Lawyers   Title   Insurance  Company  (individually,   a
    "Report"  and, collectively, the "Reports") on  each  of
    the  Premises  to  Buyer and Seller. Each  Report  shall
    show  the status of title to the applicable Premises  as
    of  the date of such Report and shall be accompanied  by
    legible  copies  of all documents referred  to  in  such
    Report.

          (b)  Buyer  shall  have five  (5)  days  following
    receipt  of  last Report to be received  by  Buyer  (the
    "Title  Review Period") in which to review  the  Reports
    and  to  give Seller and Escrow Agent written notice  of
    any  title  matter  shown on any such  Report  which  is
    unacceptable  to  Buyer, in Buyers  sole  judgment.  If,
    prior  to  the  expiration of the Title  Review  Period,
    Buyer   gives  notice  of  dissatisfaction  as  to   any
    exception to title as shown in any Report, Seller  shall
    have  until  the Closing Date to cause Escrow  Agent  to
    eliminate  the disapproved exception or exceptions  from
    such  Report. If Seller does not cause Escrow  Agent  to
    eliminate  the disapproved exception or obtain  a  title
    insurance  endorsement on or before  the  Closing  Date,
    Buyer's  sole and exclusive remedy shall be cancel  this
    Agreement  and  have  the Earnest  Deposit  returned  by
    giving written notice to Seller and Escrow Agent  on  or
    before  the  Closing  Date;  it  being  understood   and
    agreed,   however,  that  Seller  shall  have  no   duty
    whatsoever to cause Escrow Agent to eliminate  any  such
    exception.  Notwithstanding anything in  this  Agreement
    to  the contrary, Buyer will not be able to cancel  this
    Agreement  with  respect to any of the Premises  due  to
    Buyer's  dissatisfaction as to any  exception  to  title
    that  attached  to the Premises through  the  action  or
    inaction of Buyer (or an affiliate of Buyer).

          (c)  If  Buyer does not object to an exception  to
    title  disclosed  in  any  of  the  Reports  before  the
    expiration  of  the  Title Review  Period,  such  matter
    shall be deemed to have been approved by Buyer, and  all
    of  the  same,  along with all exceptions to  title  set
    forth  in  the  Reports  to  which  Buyer  objects,  but
    subsequently  waives such objection, or which  objection
    is  cured  by  Seller pursuant to Section  7(b)  hereof,
    shall be deemed to be the "Permitted Exceptions."

          (d)  Upon  a cancellation in accordance  with  the
    provisions of this Section 7, Seller shall cause  Escrow
    Agent   to   return  the  Earnest  Deposit   (less   all
    cancellation fees charged by Escrow Agent,  if  any)  to
    Buyer.




    8.     ASSIGNMENT   OF  LEASES  AND  GUARANTIES:   AS-IS
ASSIGNMENT.  At  the  Closing,  upon  satisfaction  of   all
conditions and requirements of this Agreement, Seller  shall
assign to Buyer its interest as lessor under each Lease  and
under   each   Guaranty,  pursuant  to  an  Assignment   and
Assumption  of  Lessor's Interest in Lease substantially  in
the  form attached hereto as Exhibit B (each, an "Assignment
of  Lease" and, collectively, the "Assignment of Leases) and
pursuant to an Assignment of Guaranty substantially  in  the
form  attached  hereto  as Exhibit  E  (the  "Assignment  of
Guaranty")   (each,   an  "Assignment  of   Guaranty"   and,
collectively,  the  "Assignment of  Guaranties");  provided,
however,  notwithstanding  any  other  provision   of   this
Agreement  to  the  contrary, Buyer acknowledges  that  each
Lease  and each Guaranty is being assigned in an "AS-IS  and
"WHERE  IS" condition, and not in reliance on any agreement,
understanding, condition, warranty or representation made by
Seller  or  any  agent  or employee  of  Seller  as  to  the
condition, enforceability or quality thereof, as to the rent
or  other  amounts payable thereunder, or as  to  any  other
matter   in   connection  therewith,   and   Buyer   further
acknowledges  that neither Seller nor any  party  acting  on
behalf  of  Seller has made or shall be deemed to have  made
any such agreement, condition, representation or warranty.

    9.    CONVEYANCE  OF  TITLE. Fee  simple  title  to  the
Premises shall be conveyed by Seller to Buyer at the Closing
by  a limited warranty deed (or a jurisdictional equivalent)
substantially  in  the form attached  hereto  as  Exhibit  C
(individually,  a  "Deed" and, collectively,  the  "Deeds").
Seller and Buyer acknowledge that each Lease will remain  as
an  encumbrance  against  the corresponding  Premises  after
Closing, and each Lease shall be a Permitted Exception.

    10.   ESCROW  AGENT. Seller and Buyer  hereby  agree  to
employ  LandAmerica Financial Group, Inc.,  Attention:  Anne
Bostick,  1850  North  Central Avenue, Suite  300,  Phoenix,
Arizona  85004  ("Escrow Agent") to act as escrow  agent  in
connection  with  this transaction upon the following  terms
and conditions:

          (a)  The parties hereto will (i) deliver (or cause
    to  be delivered) to Escrow Agent all documents required
    by  this  Agreement, including, without limitation,  the
    Deeds  and  the Assignment of Leases (collectively,  the
    "Operative Documents"), (ii) pay Escrow Agent  all  sums
    required   by   this   Agreement,   including,   without
    limitation,  the Purchase Price and closing  costs,  and
    (iii)  cause  to be done all other things  necessary  or
    required by this Agreement.

          (b)  Escrow Agent is authorized to pay,  from  any
    funds  held  by  it  for the respective  credit  of  the
    parties  hereto, all amounts necessary  to  procure  the
    delivery of such documents and to pay, on their  behalf,
    all    charges   and   obligations   payable   by   them
    respectively.

          (c)  Escrow Agent is authorized, in the event  any
    demand is made upon it concerning these instructions  or
    the  escrow,  at  its election, to hold  any  money  and
    documents deposited hereunder until an action  shall  be
    brought   in  a  court  of  competent  jurisdiction   to
    determine  the  rights  of  the  parties  hereto  or  to
    interplead

    said  money  and documents in an action brought  in  any
    such  court.  Deposit by Escrow Agent of said  documents
    and  funds,  after deducting therefrom its  charges  and
    its  expenses and attorneys' fees incurred in connection
    with  any such court action, shall relieve Escrow  Agent
    of all further liability and responsibility.

          (d)  Disbursement of any funds shall  be  made  in
    immediately  available  funds.  Escrow  Agent  shall  be
    under  no  obligation to disburse any funds  represented
    by  check  or  draft, and no check  or  draft  shall  be
    payment  to Escrow Agent in compliance with any  of  the
    requirements  hereof, until Escrow Agent is  advised  by
    the   bank  in  which  such  check  or  draft  has  been
    deposited that such check or draft has been honored.

Receipt of this Agreement by Escrow Agent and the opening of
an  escrow  by Escrow Agent shall constitute Escrow  Agent's
agreement  to comply with the terms and provisions  of  this
Agreement  relating to Escrow Agent. At the Closing,  Escrow
Agent  shall record the appropriate Operative Documents  and
any  other  documents  to be recorded,  in  the  appropriate
recording  office,  as required, and disburse  the  Purchase
Price  to Seller. Escrow Agent shall not cause the  sale  of
the  Premises  to  close unless and until  it  has  received
written  instructions from Seller and Buyer  to  effect  the
Closing.  All  of  the  Operative Documents  and  the  other
documents required to be executed hereunder shall  be  dated
as  of the Closing Date. Buyer hereby agrees to cooperate in
the  preparation, execution and delivery to Escrow Agent  of
any   required  forms  to  carry  out  and  consummate   the
transaction contemplated herein.

    The  Earnest  Deposit  shall be  deposited  with  Escrow
Agent with the understanding that Escrow Agent is not (a)  a
party  to  this  contract and does not assume  or  have  any
liability  for  the  performance or non-performance  of  any
party to this contract, (b) liable for interest on the funds
held unless a party requests that such funds be deposited in
an  interest  bearing account, in which event such  interest
shall be for the benefit of Buyer unless the Earnest Deposit
is  paid  to  Seller  as  a result  of  Buyer's  default  or
termination of this Agreement, and (c) liable for  any  loss
of  escrow  funds  caused  by the  failure  of  any  banking
institution  in  which such funds have been  deposited.  The
Earnest  Deposit shall not be deposited with Buyer  if  both
parties  make demand for the payment of the Earnest Deposit,
Escrow  Agent  has the right to require from all  parties  a
written   release  of  liability  of  Escrow   Agent   which
authorizes the disbursement of the Earnest Deposit. If  only
one  party makes demand for payment of the Earnest  Deposit,
Escrow  Agent shall give notice to the other party  of  such
demand.  Escrow  Agent is authorized and directed  to  honor
such  demand unless the other party objects to Escrow  Agent
in  writing  within  thirty (30) days after  Escrow  Agent's
notice  to that party. Any refund or payment of the  Earnest
Deposit  under this contract shall be reduced by the  amount
of  any  actual  expenses incurred on behalf  of  the  party
receiving the Earnest Deposit.


    11.   POSSESSION.  Possession of the  Premises  will  be
given by Seller to Buyer, subject to each lessee's rights in
the applicable Premises pursuant to the applicable Lease, on
the Closing Date by delivery of the Deeds and Assignment  of
Leases.

    12.   NO  APPORTIONMENT OF UTILITY CHARGES. Pursuant  to
the Leases, the applicable lessee identified in Exhibit A is
responsible  for payment of all water and sewer  charges  or
rentals,  electricity, gas, telephone and all other  utility
charges (collectively, the "Utility Charges") accruing  with
respect  to  each  of the Premises. Buyer  shall  indemnify,
defend and exonerate and save Seller harmless for, from  and
against  any  claims, liability, loss, cost or expenses  for
Utility  Charges  arising before, on or  subsequent  to  the
Closing Date.

    13.   TAXES.  Pursuant  to  the Leases,  the  applicable
lessee  identified  in  Exhibit A  is  responsible  for  the
payment  of  all real and personal property  taxes  due  and
owing under each of the Leases.

    14.   AGREEMENT NOT TO BE RECORDED. This Agreement shall
not  be  filed  of record by or on behalf of  Buyer  in  any
office or place of public record and, if Buyer shall fail to
comply  with the terms hereof by recording or attempting  to
record the same, such act shall not operate to bind or cloud
the  title to the Premises. Seller shall, nevertheless, have
the   right   forthwith  to  institute   appropriate   legal
proceedings,  at  Buyer's sole expense,  to  have  the  same
removed from record.

    15.   DEFAULT. If Seller defaults hereunder at or  prior
to  the Closing by failing to complete the conditions of the
Closing in accordance with the terms of this Agreement, then
Buyer  may  elect to (i) treat this Agreement as  terminated
and  receive  a  refund  of the Earnest  Deposit  (less  all
cancellation fees charged by Escrow Agent, if any)  or  (ii)
bring  an  action  against Seller  in  equity  for  specific
performance. If Buyer defaults hereunder at or prior to  the
Closing by failing to complete the conditions of the Closing
in  accordance with the terms of this Agreement, then Seller
may  elect  to  (i) treat this Agreement as  terminated  and
retain  the Earnest Deposit as liquidated damages  for  such
default  (and  not  as a penalty) or (ii)  bring  an  action
against Buyer at law for monetary damages.

    16.   NOTICES.  All notices given by any party  pursuant
to  this Agreement shall be in writing and shall be sent  to
the  other  party  via overnight courier  (such  as  Federal
Express or Airborne Express), facsimile or by United  States
Postal   Service  registered  or  certified  mail,   postage
prepaid,  return receipt requested, addressed to  the  other
party at the following addresses:

        If to Seller:

        GE Capital Franchise Finance Corporation
        17207 North Perimeter Drive
        Scottsdale, Arizona 85255
        Attention:  Lari Clark
        If to Buyer:

        AEI Fund Management, Inc.
        1300 Minnesota World Trade Center
        30 Seventh Street East
        St. Paul, MN 55101
        Attention:  George Rerat

or  to  such  other  address as the respective  parties  may
hereafter  designate  by notice in  writing  in  the  manner
specified  above. Any notice may be given on behalf  of  any
party  by its counsel. Notices given in the manner aforesaid
shall  be  deemed  sufficiently  served  or  given  for  all
purposes  hereunder  at the time such  notices,  demands  or
requests  shall be deposited with the overnight  courier  or
any  Post Office, or branch Post Office regularly maintained
by the United States Government.

    17.TIME OF THE ESSENCE. Time, wherever specified  herein
for  the  performance by Seller or Buyer  of  any  of  their
respective  obligations  hereunder,  is  hereby   made   and
declared to be of the essence under this Agreement.

    18.ASSIGNABILITY. This Agreement and any of  the  rights
of  Buyer  hereunder may not be assigned by Buyer; provided,
however,  that  Buyer shall have the right to  designate  an
affiliate as grantee under the Deed, by providing Seller and
Escrow  Agent  written notice of such designation  at  least
five (5) days prior to the Closing Date. Such designee shall
assume  all obligations imposed on Buyer as if the  designee
were  the original purchaser named in this Agreement. In  no
event  shall  any  such designation (i) release  Buyer  from
liability  hereunder unless expressly agreed in  writing  by
Seller,  or  (ii)  create any privity  of  contract  between
Seller  and  such  designee.  Any  attempted  assignment  in
contravention of this Section 18 shall be null and void.

    19.RELEASE.  Buyer  hereby fully and  forever  releases,
discharges  and  holds  harmless Seller  and  its  officers,
directors,     employees,    agents,    attorneys,     other
representatives,  affiliates,  successors  and  assigns,  as
applicable,  for, from and against any and all  obligations,
claims,  liabilities,  suits,  expenses,  costs,  fines  and
penalties  of  any  nature (matured or unmatured,  known  or
unknown)  whatsoever  arising out of  or  relating  to  this
Agreement,  whether  based in tort, contract  or  any  other
theory  of  recovery, which Buyer may now have or which  may
hereafter  accrue or otherwise be acquired for  injuries  or
damages which result from a Seller's Cancellation.


    20.AS-IS SALE.

          (a)   Buyer   acknowledges  that  it   has   fully
    inspected  each  of the Premises and is  fully  familiar
    with  the physical condition thereof, and that  each  of
    the  Premises is being purchased by Buyer in an  "AS-IS"
    and  "WHERE  IS" condition, with all defects, including,
    without limitation, all conditions with respect  to  the
    condition  of  the  soil, surface waters,  groundwaters,
    land,      stream      sediments,      surface       and

    subsurface   strata,   ambient   air   and   any   other
    environmental  medium comprising or surrounding  any  of
    the  Premises,  as  a  result  of  such  inspection  and
    investigation  and  not in reliance  on  any  agreement,
    understanding,  condition,  warranty  or  representation
    made by Seller or any agent or employee of Seller as  to
    the  condition, quantity or quality thereof, as  to  any
    permitted use thereof, or as to the adequacy of  utility
    service  thereto,  or  as to the income  or  expense  in
    connection  therewith,  or as to  any  other  matter  in
    connection  therewith;  and Buyer  further  acknowledges
    that  neither Seller nor any party acting on  behalf  of
    Seller  has  made or shall be deemed to  have  made  any
    such  agreement, condition, representation or  warranty.
    Seller  expressly  disclaims  the  IMPLIED  WARRANTY  OF
    MERCHANTABILITY  OR  FITNESS FOR  A  PARTICULAR  PURPOSE
    with respect to each of the Premises.

          (b)  Buyer  shall accept each of the  Premises  on
    the  Closing Date in the same condition as the  same  is
    in  as  of the date of this Agreement, as such condition
    may  have changed by reason of wear and tear, damage  by
    fire  or  other casualty. Without in any manner limiting
    the  generality  of  the foregoing,  Buyer  specifically
    acknowledges that the fact that any portion  of  any  of
    the  Premises or any part thereof may not be in  working
    order  or  condition on the Closing Date  by  reason  of
    wear  and tear, damage by fire or other casualty  or  by
    reason  of  its  present condition,  shall  not  relieve
    Buyer of its obligations to complete the Closing.

    21.BROKERS. The parties hereto warrant and represent  to
each  other  that  they have not employed  or  retained  any
broker or finder in connection with this transaction,  other
than CB Richard Ellis, Inc. ("Broker"), whose address is 355
South Grand Avenue, Los Angeles, CA 90071. If, and only  if,
this  transaction closes and the sale proceeds of  the  sale
transaction contemplated hereby are distributed  to  Seller,
then Seller agrees to pay to Broker a real estate commission
in  the  sum of $91,450.02. The parties agree that,  if  any
person other than Broker (a "Claimant") shall assert a claim
to   a   finder's   fee,  brokerage  commission   or   other
compensation on account of alleged employment as  a  finder,
broker  or other consultant or agent in connection with  the
transaction embodied by this Agreement, the party under whom
the Claimant is claiming (i.e., the party who is alleged  to
have  retained  or  utilized the services of  the  Claimant)
shall  indemnify, defend and hold the other  party  harmless
for, from and against any such claim and all costs, expenses
and  liabilities incurred in connection with such  claim  or
any  action  or proceeding brought on such claim, including,
but not limited to, counsel and witness fees and court costs
in  defending against such claims. This indemnity obligation
shall  survive  the  Closing  or  any  termination  of  this
Agreement.

    22.CAPTIONS  OR  HEADINGS. The captions or  headings  of
the sections of this Agreement are for convenience only, and
shall  not control or affect the meaning or construction  of
any of the terms or provisions of this Agreement.

    23.MODIFICATION.   No  change,  alteration,   amendment,
modification  or  waiver of any of the terms  or  provisions
hereof  shall be valid, unless the same shall be in  writing
and signed by the parties hereto.
    24.Entire  Agreement.  This  Agreement  and  the   other
Operative Documents constitute the entire agreement  between
the  parties with respect to the subject matter hereof,  and
there   are   no   other  representations,   warranties   or
agreements, written or oral, between Seller and  Buyer  with
respect  to  the  subject matter of this Agreement  and  the
other Operative Documents. Notwithstanding anything in  this
Agreement and the other Operative Documents to the contrary,
upon  the execution and delivery of this Agreement by Seller
and  Buyer,  any  bid proposals or letters  of  intent  with
respect  to the transactions contemplated by this  Agreement
shall  be  deemed null and void and of no further force  and
effect and the terms and conditions of this Agreement  shall
control  notwithstanding that such terms and conditions  may
be  inconsistent with or vary from those set forth  in  such
bid proposals or letters of intent.


    25.APPLICABLE LAW. This Agreement shall be  governed  by
and  construed in accordance with the laws of the  State  of
Arizona.

    26.ADVANCE RENTAL. Notwithstanding any provision in  the
Lease to the contrary, Seller and Buyer acknowledge that  no
advance  rental or other form of security deposit  has  been
paid by Lessee.

    27.BINDING EFFECT. Subject to the provisions of  Section
18  above, this Agreement shall be binding upon and inure to
the   benefit   of  the  parties  hereto,  their   officers,
directors,  employees,  predecessors,  successors,  parents,
affiliates,  subsidiaries, heirs, executors, administrators,
agents and assigns.

    28.OTHER  DOCUMENTS. Each of the parties  hereto  agrees
to  sign such and further documents as may be appropriate to
carry out the intentions expressed in this Agreement.

    29.COUNTERPARTS. This Agreement may be executed  in  one
or  more  counterparts, each of which  shall  be  deemed  an
original and all of which together shall constitute one  and
the  same document. Signature pages may be detached from the
counterparts and attached to a single copy of this Agreement
to physically form one document.

    30.ESTOPPEL  CERTIFICATE. On or  before  Closing  Seller
shall  deliver to Buyer an estoppel certificate executed  by
Lessee  substantially in the form attached hereto as Exhibit
D,  and a Landlord's estoppel certificate executed by Seller
substantially in the form attached hereto as Exhibit F.

    IN WITNESS WHEREOF, the parties hereto have executed

this Agreement as of the date first above written.



                              SELLER:

                              GE CAPITAL FRANCHISE FINANCE
                              CORPORATION, a Delaware corporation

                              By: /s/ Mary E Lorenz
                              Name:  Mary E Lorenz
                              Its: Vice President Collateral Management


                              BUYER:

                              AEI FUND MANAGEMENT, INC., a Minnesota
                              Corporation

                              By:  /s/ Patrick Keene
                              Name: Patrick Keene
                              Its: Chief Financial Officer





STATE OF ARIZONA   ]
                   ]SS.
COUNTY OF MARICOPA ]

    I  HEREBY  CERTIFY  that  on this  day,  before  me,  an
officer  duly authorized in the State aforesaid and  in  the
County   aforesaid,  to  take  acknowIedgments,   personally
appeared  Mary  Lorenz,  a  Vice  President  of  GE  Capital
Franchise  Finance Corporation, a Delaware  corporation,  on
behalf  of  the  corporation, to me known to be  the  person
described  in and who executed the foregoing instrument  and
that he acknowledged before me that he executed the same.

    WITNESS  my  hand and official seal in  the  County  and
State last aforesaid on Dec 15, 2003

                              /s/ Lari E Clark
                                 Notary Public

My Commission Expires:

2/25/07                  [notary seal]



STATE OF MINNESOTA  ]
                    ]SS.
COUNTY OF RAMSEY    ]

    I  HEREBY  CERTIFY  that  on this  day,  before  me,  an
officer  duly authorized in the State aforesaid and  in  the
County   aforesaid   to  take  acknowledgments,   personally
appeared Patrick Keene, the Chief Financial Officer  of  AEI
Fund Management, Inc., a Minnesota corporation, on behalf of
corporation, to me known to be the person described  in  and
who   executed  the  foregoing  instrument   and   that   he
acknowledged before me that he executed the same.

  WITNESS my hand and official seal in the County and  State
last aforesaid on December 11, 2003

                               /s/ Michael B Daugherty
                                     Notary Public

My Commission Expires:

                        [notary seal]




                          EXHIBIT A


8000-8947- 7603 San Dario Avenue, Laredo, TX

   Lease dated June 10, 1999 by and between FFCA
Acquisition Corporation, a Delaware corporation and Kona
Restaurant Group, Inc., a Delaware corporation, as amended
by that certain First Amendment to Lease dated November 23,
1999, as guarantied by that certain Unconditional Guaranty
of Payment and Performance dated June 10,1999.
     PURCHASE PRICE: $2,537,000


8001-0315- 421 E. Nolana Loop, McAllen, TX

   Lease dated August 10, 1999 by and between FFCA
Acquisition Corporation, a Delaware corporation and Kona
Restaurant Group, Inc., a Delaware corporation, as amended
by that certain First Amendment to Lease dated June 21,
2000, as guarantied by that certain Unconditional Guaranty
of Payment and Performance dated July 20,1999.
     PURCHASE PRICE: $2,289,200


8000-8964 - 2600 N. Expressway, Brownsville, TX

   Lease dated May 19, 1999 by and between FFCA Acquisition
Corporation, a Delaware corporation and Kona Restaurant
Group, Inc., a Delaware corporation, as amended by that
certain First Amendment to Lease dated April 28, 2000, as
guarantied by that certain Unconditional Guaranty of Payment
and Performance dated May 19, 1999.
     PURCHASE PRICE: $2,259,100


8000-8966- 2033 ken Pratt Blvd, Longmont, CO

   Lease dated July 1, 1999 by and between FFCA Acquisition
Corporation, a Delaware corporation and Kona Restaurant
Group, Inc., a Delaware corporation, as amended by that
certain First Amendment to Lease dated March 31, 2000, as
further amended by that certain Second Amendment to Lease
dated November 16, 2000, as guarantied by that certain
Unconditional Guaranty of Payment and Performance dated July
1,1999.
     PURCHASE PRICE: $2,541,000