EXECUTION COPY




         ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

This Assignment and Assumption of Purchase Agreement is made  and
entered  into as of the 11th day of September, 2006, by AEI  FUND
MANAGEMENT, INC., a Minnesota corporation ("AEI"),  to AEI INCOME
&  GROWTH FUND 24 LLC, a Delaware limited liability company ("AEI
24");  AEI  FUND  MANAGEMENT XVII, INC., a Minnesota  corporation
("AEI XVII"); AEI INCOME & GROWTH FUND 26 LLC, a Delaware limited
liability  company  ("AEI  26"); AEI INCOME  &  GROWTH  FUND  XXI
LIMITED PARTNERSHIP, a Minnesota limited partnership ("AEI XXI");
AEI  INCOME  & GROWTH FUND XXII LIMITED PARTNERSHIP, a  Minnesota
limited partnership ("AEI XXII"); AEI ACCREDITED  INVESTOR FUND V
LP,  a  Minnesota limited partnership ("AEI V");  AEI  ACCREDITED
INVESTOR  FUND  2002  LIMITED PARTNERSHIP,  a  Minnesota  limited
partnership ("AEI 2002").

                            RECITALS

     A.    AEI  is  named  as  the "Purchaser"  in  that  certain
Purchase and Sale Agreement executed by and between APPLE INDIANA
II  LLC,  APPLE PENNSYLVANIA LLC, APPLE WASHINGTON  LLC,  each  a
Delaware  limited liability company, and B.T. WOODLIPP,  INC.,  a
Pennsylvania corporation (collectively, "Seller") and dated  July
10,  2006  (the "Purchase Agreement"), and has entered  into  the
Purchase  Agreement for the sole purpose of purchasing  the  real
property located at the following addresses:

          1)   8310 East 96th Street, Fishers, Indiana ("Premises
               A")
          2)    109  South  Memorial Drive, New  Castle,  Indiana
               ("Premises B")
          3)   2659   East   Main  Street,  Plainfield,   Indiana
               ("Premises C")
          4)    1516  South  Washington  Street,  Crawfordsville,
                Indiana ("Premises D")
          5)    7345 East Washington Street, Indianapolis, Indiana
               ("Premises E")
          6)   425   Galleria   Drive,  Johnstown,   Pennsylvania
               ("Premises F")
          7)   850  Chippewa  Town  Center Drive,  Beaver  Falls,
               Pennsylvania ("Premises G")
          8)   130 River Road, Sequim, Washington ("Premises H")
          9)   1441   D   Street  Northeast,  Auburn,  Washington
               ("Premises I")

     B.    AEI desires to assign its right, title and interest in
the  Purchase  Agreement to AEI 24 with respect to the  sale  and
purchase of Premises A; to AEI XVII with respect to the sale  and
purchase of Premises B; to AEI XVII with respect to the sale  and
purchase of Premises C; to AEI XVII with respect to the sale  and
purchase  of Premises D; to AEI 26 and AEI XVII with  respect  to
the sale and purchase of Premises E; to AEI XXI and AEI XXII with
respect  to  the sale and purchase of Premises F; to AEI  V  with
respect to the sale and purchase of Premises G; to AEI 2002  with
respect to the sale and purchase of Premises H; and to AEI V with
respect to the sale and purchase of Premises I.

     NOW, THEREFORE,  in consideration of the above recitals, and
good  and  valuable consideration received, AEI, sells,  assigns,
transfers, sets over and delivers unto AEI 24; AEI XVII; AEI  26;
AEI  XXI;  AEI XXII; AEI V; and AEI 2002 all of its right,  title
and  interest in and to the Purchase Agreement and  AEI  24;  AEI
XVII; AEI 26; AEI XXI; AEI XXII; AEI V; and AEI 2002  assumes all
of  AEI's  right,  title  and interest in  and  to  the  Purchase
Agreement.

     IN   WITNESS  WHEREOF,  the  undersigned  has  caused   this
Assignment and Assumption of Purchase Agreement to be executed as
of the date and year first above written.

                   (Signature Pages to Follow)

                              AEI FUND MANAGEMENT, INC.,
                              a Minnesota corporation

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



                              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/ Robert P Johnson
                                   Name:   Robert P. Johnson
                                   Its:    President



                              AEI FUND MANAGEMENT XVII, INC.,
                              a Minnesota corporation


                                   By: /s/ Robert P Johnson
                                   Name:   Robert P. Johnson
                                   Its:    President



                              AEI INCOME & GROWTH FUND 26 LLC,
                              a Delaware limited liability
                              company

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

                                   By: /s/ Robert P Johnson
                                   Name:   Robert P. Johnson
                                   Its:    President



                              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
                                   Name:   Robert P. Johnson
                                   Its:    President



                              AEI INCOME & GROWTH FUND XXII
                              LIMITED PARTNERSHIP,
                              a Minnesota limited partnership

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


                                   By: /s/ Robert P Johnson
                                   Name:   Robert P. Johnson
                                   Its:    President



                              AEI ACCREDITED INVESTOR FUND V LP,
                              a Minnesota limited partnership

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


                                   By: /s/ Robert P Johnson
                                   Name:   Robert P. Johnson
                                   Its:    President






                              AEI ACCREDITED INVESTOR FUND 2002
                              LIMITED PARTNERSHIP,
                              a Minnesota limited partnership

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


                                   By: /s/ Robert P Johnson
                                   Name:   Robert P. Johnson
                                   Its:    President












          APPLE INDIANA II LLC, APPLE PENNSYLVANIA LLC,
         APPLE WASHINGTON LLC, and B.T. WOODLIPP, INC.,
                            as Seller
                               and




                   AEI FUND MANAGEMENT, INC.,
                          as Purchaser




                   PURCHASE AND SALE AGREEMENT




                   Dated:  As of July 10, 2006










                        TABLE OF CONTENTS
                                                             Page


ARTICLE I DEFINITIONS                                           1

ARTICLE II PURCHASE AND SALE; LEASEBACK                         4

ARTICLE III [INTENTIONALLY OMITTED]                             7

ARTICLE IV DUE DILIGENCE                                        7

ARTICLE V CLOSING                                              11

ARTICLE VI CLOSING ADJUSTMENTS                                 15

ARTICLE VII COVENANTS OF SELLER                                15

ARTICLE VIII REPRESENTATIONS AND WARRANTIES                    16

ARTICLE IX NOTICES                                             21

ARTICLE X CONFIDENTIALITY                                      22

ARTICLE XI DAMAGE AND DESTRUCTION                              22

ARTICLE XII CONDEMNATION                                       24

ARTICLE XIII DEFAULT BY PURCHASER OR SELLER                    25

ARTICLE XIV MISCELLANEOUS PROVISIONS                           26



EXHIBITS AND SCHEDULES
EXHIBIT A   LEGAL DESCRIPTIONS
EXHIBIT B   ESCROW AGREEMENT
EXHIBIT C   FORM OF LEASE
EXHIBIT D   FOREIGN INVESTORS REAL PROPERTY
            TAX ACT CERTIFICATION AND AFFIDAVIT
EXHIBIT E   WIRE TRANSFER INSTRUCTIONS
EXHIBIT F   DUE DILIGENCE DOCUMENTS
SCHEDULE 4.3   PORTFOLIO VALUE


                   PURCHASE AND SALE AGREEMENT

          THIS PURCHASE AND SALE AGREEMENT is entered into as  of
the  10th day of July, 2006, by and among APPLE INDIANA  II  LLC,
APPLE  PENNSYLVANIA LLC, APPLE WASHINGTON LLC, each,  a  Delaware
limited   liability   company,  and  B.T.   WOODLIPP,   INC.,   a
Pennsylvania  corporation (collectively, the "SELLER"),  and  AEI
FUND MANAGEMENT, INC., a Minnesota corporation (the "PURCHASER").

                       W I T N E S S E T H

          WHEREAS,  Seller  is the owner of fourteen  (14)  sites
described  in  EXHIBIT  A  attached  hereto  (collectively,   the
"LAND"),   together  with  all  buildings,  fixtures  and   other
improvements  erected thereon (collectively, the "BUILDINGS"  and
each  a  "BUILDING") in the states of Indiana,  Pennsylvania  and
Washington on which Seller operates a franchised restaurant (each
such  site together with the Building thereon and the other items
set  forth  in  SECTION  2.3 with respect  thereto  is  called  a
"PROPERTY" and all are collectively called the "PROPERTIES"); and

          WHEREAS, Seller has agreed to sell to Purchaser all  of
Seller's  right, title and interest in the Land,  the  Buildings,
and  all  other  items included within the term  "Properties"  in
Section 2.3; and

          WHEREAS,   Purchaser  has  agreed   to   purchase   the
Properties from Seller; and

          WHEREAS,  Purchaser has agreed to lease to Seller,  and
Seller has agreed to lease from Purchaser, the Properties; and

          WHEREAS,   the  parties  desire  to  set  forth   their
respective   rights   and  obligations  with   respect   to   the
transactions contemplated herein.

          NOW THEREFORE, in consideration of the mutual covenants
and   agreements   hereinafter  set  forth  and  other   valuable
consideration,  the receipt and sufficiency of which  are  hereby
acknowledged, Seller and Purchaser agree as follows:

                            ARTICLE I
                           DEFINITIONS

          Section 1.1.   DEFINITIONS.  For purposes of this Agreement, the
following terms shall have the meanings indicated below:

          "ADJOURNED CLOSING DATE" has the meaning given to  such
term in Section 4.1.

          "AGREEMENT"  means  this Purchase and  Sale  Agreement,
including all Exhibits and Schedules hereto.

          "BUILDINGS" has the meaning given to such term  in  the
first "WHEREAS" clause of this Agreement.

          "BUSINESS  DAY" has the meaning given to such  term  in
Section 2.2.  If any event under this Agreement is to occur, or a
time  period is to expire, on a date which is not a business day,
such  event shall occur or time period shall expire on  the  next
succeeding business day.

          "CASUALTY PROPERTY" has the meaning given to such  term
in Section 11.1(b).

          "CLOSING"  means  the consummation of the  transactions
described  in  Article II in accordance with the  terms  of  this
Agreement.

          "CLOSING DATE" means either the Scheduled Closing  Date
or the Adjourned Closing Date.

          "CODE"  means  the Internal Revenue Code  of  1986,  as
amended.

          "COMMITMENTS"  has the meaning given to  such  term  in
Section 4.1(a).

          "DEEDS"  has the meaning given to such term in  Section
5.2(a).

          "DEFECT" has the meaning given to such term in  Section
8.3(c).

          "DEPOSIT" has the meaning given to such term in Section
2.2(a).

          "DILIGENCE CURE PERIOD" has the meaning given  to  such
term in Section 4.6.

          "DILIGENCE  OBJECTION" has the meaning  given  to  such
term in Section 4.6.

          "DUE  DILIGENCE DEFAULT" has the meaning given to  such
term in Section 4.7.

          "DUE  DILIGENCE PERIOD" means the period commencing  on
the  date  hereof,  and ending at 11:59 p.m.,  Central  time,  on
            , 2006, which date is forty-five (45) days after  the
Effective Date.

          "EFFECTIVE  DATE" shall mean for all purposes  in  this
Agreement  the  date on which this Agreement is executed  by  the
last of Purchaser and Seller.

          "ENVIRONMENTAL LAWS" means all federal, state or  local
laws,  statutes, ordinances, rules or regulations or judicial  or
administrative decisions, orders, or decrees relating to  health,
safety,  pollution or protection of the environment or workplace,
including, without limitation, relating to Hazardous Substances.

          "ENVIRONMENTAL REPORTS" has the meaning given  to  such
term in Section 4.6.

          "ESCROW  AGENT" has the meaning given to such  term  in
Section 2.2(a).

          "EXCLUDED PROPERTY" has the meaning given to such  term
in Section 2.3.

          "FIRPTA  AFFIDAVIT" has the meaning given to such  term
in Section 5.2(c).

          "FRANCHISOR"  has the meaning given  to  such  term  in
Section 2.3.

          "HAZARDOUS    SUBSTANCES"   means    any    pollutants,
contaminants,  wastes, toxic or hazardous or extremely  hazardous
substances,  or  other materials (including, without  limitation,
petroleum or any by-products or fractions thereof, lead, asbestos
and asbestos-containing materials, and polychlorinated biphenyls)
that  are regulated by, or may form the basis of liability under,
any Environmental Laws.

          "LAND" has the meaning given to such term in the  first
"WHEREAS" clause of this Agreement.

          "LEASE"  has the meaning given to such term in  Section
2.4.

          "LEASE GUARANTY" has the meaning given to such term  in
Section 2.4.

          "NOTICES" has the meaning given to such term in Section
9.1.

          "PERMITTED ENCUMBRANCES" has the meaning given to  such
term in Section 3.1.

          "PROPERTIES"  has the meaning given  to  such  term  in
Section 2.3.

          "PROPERTY"  has the meaning given to such term  in  the
first "WHEREAS" clause of this Agreement.

          "PURCHASE PRICE" has the meaning given to such term  in
Section 2.2.

          "PURCHASER" has the meaning given to such term  in  the
preamble  to this Agreement, and any permitted assignees  of  the
Purchaser pursuant to Section 14.5 hereof.

          "REPRESENTATIVES" means, with respect to any person  or
entity,  such  person's  or entity's agents  or  representatives,
including, without limitation, its directors, officers,  members,
employees,  affiliates, partners, agents, contractors, engineers,
attorneys,   accountants,  consultants,  brokers   or   financial
advisors.

          "SCHEDULED CLOSING DATE" has the meaning given to  such
term in Section 5.1.

          "SELLER"  has  the meaning given to such  term  in  the
preamble to this Agreement.  Although the term "Seller"  is  used
collectively  to  refer  to  all of the  entities  that  own  the
Properties,   the  covenants,  representations,  warranties   and
obligations of Seller under this Agreement are not intended to be
joint  and  several, but rather each of such  entities  shall  be
responsible  for the covenants, representations,  warranties  and
obligations  relating only to those of the  Properties  owned  by
such  entity.  The Properties are owned by each respective Seller
entity as specified on Schedule 4.3 hereto.

          "SELLER KNOWLEDGE INDIVIDUAL" has the meaning given  to
such term in Section 8.1.

          "SELLER'S BANK SYNDICATE" means Bank of America,  N.A.,
as  administrative agent, Bank of America, N.A.,  SunTrust  Bank,
Merrill  Lynch  Capital,  a Division of  Merrill  Lynch  Business
Financial   Services   Inc.,   GE   Capital   Franchise   Finance
Corporation,  National  City Bank of  Pennsylvania,  Wells  Fargo
Bank,  N.A., and ING Capital LLC, and their respective successors
and/or assigns.

          "SELLER'S  DILIGENCE NOTICE" has the meaning  given  to
such term in Section 4.6.

          "SELLER'S TITLE NOTICE" has the meaning given  to  such
term in Section 4.3.

          "SURVEYS" has the meaning given to such term in Section
4.1(a).

          "SURVIVING  REPRESENTATIONS" has the meaning  given  to
such term in Section 8.3(a).

          "SURVIVAL PERIOD" has the meaning given to such term in
Section 8.5.

          "TAKING" has the meaning given to such term in  Section
12.1.

          "TAKING PROPERTY" has the meaning given to such term in
Section 12.1(b).

          "TITLE COMPANY" means Chicago Title Insurance Company.

          "TITLE CURE PERIOD" has the meaning given to such  term
in Section 4.1(a).

          "TITLE  OBJECTIONS" has the meaning given to such  term
in Section 4.1(a).

          "TITLE  POLICY" has the meaning given to such  term  in
Section 4.5.

          "TRANSFER TAXES" has the meaning given to such term  in
Section 5.5(a).

                           ARTICLE II
                  PURCHASE AND SALE; LEASEBACK

          Section 2.1.   PURCHASE AND SALE.  Subject to the terms and
provisions set forth in this Agreement, on the Closing Date:  (a)
Seller  shall  transfer  the Properties  to  Purchaser,  and  (b)
Purchaser  shall pay the Purchase Price to Seller as provided  in
Section 2.2.

Section 2.2.   PAYMENT OF THE PURCHASE PRICE.  The purchase price
(the "PURCHASE PRICE") for the Properties is Forty Million One
Hundred Nine Thousand One Hundred Thirteen Dollars ($40,109,113),
subject to reduction as hereinafter provided in this Agreement,
and shall be payable by Purchaser as follows:

(a)  A deposit (the "DEPOSIT") in the amount of Two Hundred
Thousand  Dollars  ($200,000), payable  simultaneously  with  the
execution  of  this  Agreement by wire transfer,  in  immediately
available  Federal Funds, to the escrow account of Chicago  Title
Insurance  Company  located at 171 N.  Clark,  Chicago,  Illinois
60601,  as  escrow agent (the "Escrow Agent") in accordance  with
the  wiring  instructions  attached hereto  as  Exhibit  E.   The
Deposit  shall  be  held by Escrow Agent in accordance  with  the
terms  of  that  certain Escrow Agreement of even  date  herewith
between Seller, Purchaser and Escrow Agent in the form of Exhibit
B attached hereto.  The Deposit shall be delivered as provided in
this Agreement.

(b)  Within five (5) days after the later of: (y) the expiration
of the Due Diligence Period, unless Purchaser has timely
delivered a notice of termination of this Agreement under Section
4.7(b), or (z) the date upon which Seller has waived in writing
the condition set forth in Section 5.9(a)(iv), Purchaser shall
increase the amount of the Deposit by depositing with Escrow
Agent an additional One Hundred Thousand Dollars ($100,000) in
immediately available Federal Funds, which amount shall be added
to and become a part of the Deposit hereunder.

(c)  The balance of the Purchase Price, in the amount of Thirty-
nine Million Eight Hundred Nine Thousand One Hundred Thirteen
Dollars ($39,809,113), subject to reduction as provided in this
Agreement, payable on the Closing Date by wire transfer, in
immediately available Federal Funds, to the account of Escrow
Agent.

(d)  If the Closing shall occur, Escrow Agent shall be instructed
to deliver the proceeds of the Deposit, including the interest on
the Deposit, to Seller to be credited against the Purchase Price.
If the Closing shall not occur and this Agreement shall be
terminated, then the interest earned on the Deposit shall be paid
to the party entitled to receive the Deposit as provided in this
Agreement.  The party receiving such interest shall take such
interest into account for purposes of determining its federal
income tax liability, if any, and shall pay any income taxes
thereon.

As  used  in this Agreement, the term "BUSINESS DAY" means  every
day  other  than  Saturdays, Sundays, all days  observed  by  the
federal  or Illinois State government as legal holidays  and  all
days on which commercial banks in Illinois are required by law to
be closed.

       Section 2.3. SCOPE OF SALE.  As used in this Agreement, the
term "PROPERTIES" shall mean all of the following:

(a)  the Land;

(b)  all of the Buildings;
(c)  all easements, covenants, servitudes and other rights now
belonging or appertaining or appurtenant to, or comprising a part
of, the Land, and all right, title and interest of the Seller in
and to strips or gores adjacent to the Land and any land lying in
the bed of any street, road, avenue or alley, open or closed, in
front of or behind or otherwise adjoining the Land and to the
center line thereof;
(d)  all fixtures, equipment and machinery (including, without
limitation, all of the lighting, electrical, mechanical, plumbing
and heating, ventilation and air conditioning systems), exclusive
of the Excluded Property, used in connection with the Land and
the Buildings and the operation, management, maintenance or
occupation of the Properties (as opposed to the operation of
Seller's business);
(e)  if available, certificates of occupancy and all licenses
(excluding liquor licenses), permits, approvals and
authorizations, if any, which are customarily required to be
transferred to evidence Seller's ownership of the Properties (as
opposed to the operation of Seller's business); and
(f)  all right, title and interest of Seller in and to all
warranties, indemnity agreements and bonds with respect to any
portion of the Land, the Buildings or any other portions of the
Properties.
(g)  all of Seller's rights under any contract or agreement in
Seller's possession (other than those relating to Excluded
Property), including without limitation, maintenance contracts,
service contracts, property management contracts, equipment
leases, or warranties relating to the operation of the
Properties;
(h)  all of Seller's right, title and interest in and to any
drawings, plans, building permits, surveys and certificates of
occupancy relating to the Properties, and all licenses and
permits relating to the ownership thereof; and
(i)  all records in Seller's possession relating to Seller's
ownership of the Properties, including without limitation all
records regarding real estate taxes, assessments, insurance,
maintenance, repairs, capital improvements and services.

          As used in this Agreement, the term "EXCLUDED PROPERTY"
shall  mean  (i) all fixtures, furniture, furnishings,  equipment
(other  than floor and wall coverings, fixtures which are  built-
ins  or  constitute an integral part of the Building, the walk-in
cooler,  heat, air condition and ventilation systems, electrical,
mechanical   and   plumbing  systems),  Kitchen   Equipment   (as
hereinafter  defined), inventory, merchandise,  goods,  chattels,
trade  fixtures,  signage,  appliances display  cases,  supplies,
tools,  machinery, security systems, computer software  or  other
personal  property (including, without limitation, trade fixtures
in,  on,  around  or  affixed to any Property),  (ii)   fixtures,
furniture,  furnishings, equipment, supplies,  tools,  machinery,
security  systems, computer software, signage and other  personal
property (including, without limitation, trade fixtures  in,  on,
around or affixed to any Property) which displays the name, trade
name, trademark, service mark, logo, insignia, slogan, emblem  or
symbol  of Applebee's International Inc.'s ("FRANCHISOR")  or  of
the  tenant  under  the Lease, and (iii) all  licenses,  permits,
approvals  and  authorizations, if any,  which  are  required  in
connection  with  the operation of Seller's business,  including,
without  limitation, all liquor licenses.  The Excluded  Property
described in SUBSECTIONS (i) and (ii) above shall be and  at  all
times  remain  the property of Seller regardless of  whether  the
same  is affixed to the Buildings or the manner in which the same
is affixed (unless permanently affixed) and regardless of whether
the same is regarded as a fixture or as property of the owner  of
the  Building  by operation of law or otherwise unless,  however,
such fixtures and equipment cannot be removed without substantial
damage to any Building which cannot be easily repaired.  As  used
herein  the  term  "Kitchen  Equipment"  shall  include,  without
limitation,  kitchen  fixtures  (except  for  sanitary   plumbing
fixtures),  counters, stainless steel equipment,  ranges,  ovens,
display  cases and refrigeration equipment (excluding the walk-in
cooler).

     Section 2.4.   LEASEBACK.  On the Closing Date, immediately
following  conveyance  of  title to  the  Properties  to  Seller,
Purchaser  shall  lease  to Seller and Seller  shall  lease  from
Purchaser, the Properties, pursuant to a separate lease for  each
Property, in the form attached hereto as Exhibit C, as  the  same
may  be  modified  if and to the extent necessary  to  make  them
enforceable under the laws of the state in which each  applicable
Property is located or to include statutorily required provisions
(each, a "Lease", and collectively, the "Leases"), each of  which
shall  be  guaranteed  by Apple American Group  LLC,  a  Delaware
limited  liability company ("AAG"), pursuant  to  the  terms  and
conditions  of the lease guaranty, the form of which is  attached
to  the Lease (the "Lease Guaranty").  Seller and Purchaser shall
negotiate in good faith during the Due Diligence Period to  agree
upon  a  mutually  acceptable form of Landlord's Agreement  which
will be attached as Exhibit B to the Lease.

                           ARTICLE III
                     [INTENTIONALLY OMITTED]

                           ARTICLE IV
                          DUE DILIGENCE

   Section 4.1. SURVEY AND TITLE OBJECTIONS. (a) On or before the
date of this Agreement, Purchaser has received (i) from the Title
Company  commitments to issue an owner's title  insurance  policy
with  respect  to  each of the Properties together  with  legible
copies   of   all   recorded   exceptions   set   forth   therein
(collectively, the "COMMITMENTS"), and (ii) from Seller copies of
the  existing  surveys in Seller's possession for the  Properties
(which Seller shall, prior to the Closing Date, have certified to
Purchaser  and  its  lender at Seller's  cost)  (the  "SURVEYS").
Seller  shall  deliver a signed Affidavit required by  the  Title
Company in order to provide sufficient endorsements to enable the
Title  Company  to issue the title policies in the form  required
hereunder  within ten (10) days after the Effective Date.   If  a
Commitment  discloses  the existence of an easement  affecting  a
Property which was recorded after the date of an existing  Survey
and  is not located on such Survey, Seller shall have such Survey
updated  at  its  cost to reflect the location of such  easement.
Within  the  first  twenty-five (25) days of  the  Due  Diligence
Period,  Purchaser shall deliver to Seller notice of  any  liens,
covenants,  conditions,  restrictions,  encumbrances  and   noted
violations  revealed by the Commitments or the Surveys  to  which
Purchaser  objects and is not required hereunder to  accept  (the
"TITLE  OBJECTIONS").   Any  items to which  Purchaser  does  not
timely  object  shall  be  deemed to  be  permitted  encumbrances
("PERMITTED   ENCUMBRANCES").   Notwithstanding  the   foregoing,
Purchaser shall not be obligated to object to any mortgage,  deed
of   trust,  mechanics  lien,  or  similar  lien  to  pay   money
(collectively,  "MONETARY LIENS"), and  any  such  item  will  be
deemed   to   be  objected  to  and  shall  not  be  a  Permitted
Encumbrance.  All Monetary Liens shall be satisfied  or  released
at  Closing.  For purposes hereof the term "MONETARY LIEN"  shall
not  mean  or include assessments under any local improvement  or
special  benefit district.  Purchaser shall not  be  entitled  to
object  to, and shall be deemed to have approved, any item  which
will  be  extinguished  upon  the  transfer  of  the  Properties.
Notwithstanding  anything to the contrary  contained  herein,  if
Seller  is  unable to eliminate any Title Objections (other  than
Monetary  Liens) by the Scheduled Closing Date, Seller may,  upon
prior  notice  to Purchaser, adjourn the Scheduled  Closing  Date
(such  adjourned  Closing  Date is  herein  referred  to  as  the
"ADJOURNED CLOSING DATE"), for a period (the "TITLE CURE PERIOD")
reasonably determined to be necessary by Seller in order to  cure
Title Objections but in any event not later than thirty (30) days
after the Scheduled Closing Date.

    (b)  Seller shall also have the right to invoke the aforesaid
mechanism  and adjourn the Scheduled Closing Date to an Adjourned
Closing  Date  if  additional time is needed in order  to  secure
either  the  consents  referred  in  Section  5.9(a)(iv)  or  the
prepayment of any mortgage or deed of trust loan secured  by  the
Properties,  by  providing Purchaser at least five  (5)  business
days  prior  notice  of the date of the Adjourned  Closing  Date,
which  for  purposes of this Section 4.1(b) can be no later  than
thirty  (30)  days after the Scheduled Closing Date,  which  date
shall  be  "time  of the essence" with respect to  both  parties'
obligation to close on such Adjourned Closing Date.

     Section 4.2.   [Intentionally Omitted]

     Section 4.3. NO ACTIONS. (a) Except as set forth in Section
4.3(b)  in no event shall Seller be required to bring any  action
or  institute any proceeding, or to incur any costs or  expenses,
in  order  to  attempt to eliminate any Title Objection.   Seller
shall  notify  Purchaser within ten (10) days  after  receipt  of
Purchaser's  notice  of  any  Title  Objection  ("Seller's  Title
Notice") whether or not Seller intends to make reasonable efforts
to  cure  the Title Objection in question (failing which,  Seller
shall  be  deemed to have elected not to cure the Title Objection
in  question).   Within ten (10) days after receipt  of  Seller's
Title  Notice  stating  that  Seller  will  not  cure  any  Title
Objection  (or  within ten (10) days of the end of  Seller's  ten
(10)  day  period  if  Seller failed to  send  a  Seller's  Title
Notice),  or,  if  Seller notified Purchaser  in  Seller's  Title
Notice that Seller will cure the Title Objection, within five (5)
days  after  any  subsequent notice from Seller  that  Seller  is
unable to, or unwilling to, cure the Title Objection in question,
Purchaser  shall  notify Seller that Purchaser shall  either  (i)
accept  the Properties subject to such objection to title without
abatement  of  the  Purchase  Price,  in  which  event  (x)  such
objection  to  title shall be deemed to be, for all  purposes,  a
Permitted   Encumbrance,  (y)  Purchaser  shall  close  hereunder
notwithstanding the existence of same, and (z) Seller shall  have
no  obligations whatsoever after the expiration of Due  Diligence
Period  with respect to Seller's failure to cause such  objection
to  title  to  be  eliminated, or (ii)  elect  to  eliminate  the
Property affected by such Title Objection from the terms of  this
Agreement  in  which case this Agreement shall be of  no  further
force  or  effect with respect only to such Property, except  for
those   rights  and  obligations  expressly  stated  to   survive
expiration  or  termination of this Agreement, and  the  Purchase
Price shall be reduced by the value allocated to such Property as
set  forth on Schedule 4.3 attached hereto.  Such election  under
subpart  (ii)  of  the immediately preceding  sentence  shall  be
deemed  a "DUE DILIGENCE DEFAULT" under the provisions of Section
4.7 hereof.

    (b)  Notwithstanding the provisions of Section 4.3(a), Seller
shall  be  obligated, at Closing to discharge all Monetary  Liens
affecting  any  Property.  Seller shall  have  no  obligation  to
discharge  any restrictive covenants, declarations, easements  or
other similar instruments which are executed and acknowledged  by
Seller  after the date hereof and prior to the Closing  Date  and
recorded  against  any  of  the Properties  to  the  extent  such
restrictive  covenants, declarations, easements or other  similar
instruments   were  entered  into  by  Seller   after   obtaining
Purchaser's  prior written consent thereto, which  consent  shall
not be unreasonably withheld, conditioned or delayed.

   Section 4.4.   SELLER AFFIDAVITS.  Seller shall deliver to the
Title Company a commercially reasonable form of owner's affidavit
if  and to the extent required in connection with the issuance of
extended coverage title policies.

Section 4.5.   TITLE INSURANCE.  It is contemplated that, at the
Closing, the Title Company shall issue to Purchaser, or be
irrevocably committed to issue to Purchaser, an ALTA owner's form
title insurance policy with extended coverage issued by the Title
Company (each, a "TITLE POLICY", and collectively, the "TITLE
POLICIES") with respect to each Property, in the aggregate amount
of the Purchase Price, allocated for each Property in accordance
with the amounts set forth on Schedule 4.3 insuring that good and
marketable title to the Properties is vested in Purchaser in
accordance with this Agreement.  Purchaser shall be entitled to
request that the Title Company provide such additional
endorsements to the Title Policy as Purchaser may reasonably
require, provided that (a) such additional endorsements shall be
at no cost to, and shall impose no additional liability on
Seller, (b) Purchaser shall obtain commitments for any such
endorsements through a pro forma policy issued by the Title
Company prior to the end of the Due Diligence Period, and, if
Purchaser is unable to obtain such endorsements as set forth in
such pro forma policy at Closing, Purchaser shall not be
obligated to proceed to close with respect to the affected
Property or Properties, the Purchase Price shall be reduced by
the value allocated to such Property or Properties as set forth
on Schedule 4.3 attached hereto, and (c) the Closing on the
remaining Property or Properties shall not be delayed as a result
of Purchaser's election.

Section 4.6.   OTHER DILIGENCE OBJECTIONS.  Upon reasonable prior
notice to Seller, Purchaser shall have the opportunity from the
Effective Date until the date of Closing to physically inspect
the Properties, and Purchaser or Purchaser's agents, contractors
and representatives shall have the right from and after the
Effective Date to enter upon and make inspections and studies of
and tests on the Properties at all reasonable times.  Such
inspections, studies and tests may include, but not be limited
to, engineering studies, tests and Phase I environmental
assessments (collectively, the "Studies").  The Studies shall (i)
be conducted in a manner as not to physically damage the
Properties or unreasonably interfere with the usual operation of
the Properties by Seller and (ii) in no event include sampling of
any environmental media (including, without limitation, air, soil
and/or groundwater), provided that, if any Phase I environmental
assessment shall recommend further environmental testing,
including, without limitation, invasive testing and soil
sampling, Purchaser may engage in such testing only if (A)
Purchaser provides reasonable prior notice of such testing to
Seller, (B) Purchaser provides Seller insurance certificates
naming Seller as an additional insured and containing such types
of insurance and limits that Seller may reasonably require, (C)
such testing does not unreasonably interfere with the business of
Seller conducted on the Properties, (D) Purchaser shall
immediately repair any damage caused by such testing and restore
the Property to the condition in which it existed immediately
prior to such damage at Purchaser's sole cost and expense and (E)
Purchaser indemnifies and holds Seller and Seller's
Representatives harmless from and against any and all loss, cost,
damage, liens, claims, liabilities or expenses (including, but
not limited to, reasonable attorneys' fees, court costs and
disbursements) incurred by Seller or any of Seller's
Representatives arising from or by reason of such testing.
Seller shall provide to Purchaser all information reasonably
requested by Purchaser which is available to Seller with respect
to the Properties to assist Purchaser in the Studies.  On or
before the date of this Agreement (unless otherwise provided on
Exhibit F), Seller has delivered updated Phase I reports for each
of the Properties to Purchaser (the "ENVIRONMENTAL REPORTS") and
Seller has delivered or made available to Purchaser for its
review the materials described on Exhibit F attached hereto (the
"DUE DILIGENCE DOCUMENTS").  During the Due Diligence Period,
Purchaser may obtain structural assessments and appraisals of the
Properties (at Purchaser's sole cost and expense), and shall
deliver to Seller notice of any environmental condition,
structural condition or other matter, including those based upon
the Due Diligence Documents (including, without limitation, an
appraised value which is less than the amount allocated to a
Property on Schedule 4.3 hereto) with respect to any Property
which materially and adversely affects such Property (a
"DILIGENCE OBJECTION"); PROVIDED, HOWEVER, that any Diligence
Objection relating to any environmental condition shall be
delivered to Seller within the first twenty-five (25) days of the
Due Diligence Period.  Within ten (10) days after receipt of a
Diligence Objection, Seller shall notify Purchaser ("SELLER'S
DILIGENCE NOTICE") whether or not Seller elects to cure such
Diligence Objection (failing which, Seller shall be deemed to
have elected not to cure the Diligence Objection in question).
If Seller elects to cure such Diligence Objection, Seller may
adjourn the Closing Date for a period reasonably determined to be
necessary by Seller in order to cure the Diligence Objection (the
"DILIGENCE CURE PERIOD"), which shall not be later than thirty
(30) days after the Scheduled Closing Date.  Within ten (10) days
after receipt of Seller's Diligence Notice stating that Seller
will not cure any Diligence Objection (or within ten (10) days of
the end of Seller's ten (10) day period if Seller failed to send
a Seller's Diligence Notice), or, if Seller notified Purchaser in
Seller's Diligence Notice that Seller will cure any Diligence
Objection within five (5) days after any subsequent notice from
Seller that Seller is unable or unwilling to cure the Diligence
Objection in question, Purchaser shall notify Seller that
Purchaser shall either (i) accept the applicable Property subject
to such Diligence Objection without abatement of the Purchase
Price, and (x) Purchaser shall close hereunder notwithstanding
the existence of the same, and (y)  Seller shall have no
obligations whatsoever after the Due Diligence Period with
respect to Seller's failure to cause such Diligence Objection to
be eliminated, or (ii) eliminate the Property affected by such
Diligence Objection from the terms of this Agreement in which
case this Agreement shall be of no further force or effect with
respect to such Property, except for those rights and obligations
expressly stated to survive expiration or termination of this
Agreement, and the Purchase Price shall be reduced by the amount
allocated to such Property as set forth on Schedule 4.3 attached
hereto.  Such election under subpart (ii) of the immediately
preceding sentence shall be deemed a "DUE DILIGENCE DEFAULT"
under the provisions of Section 4.7 hereof.
Section 4.7.   DUE DILIGENCE DEFAULT; TERMINATION RIGHT; LIMITED
REIMBURSEMENT RIGHT.  (a) During the Due Diligence Period,
Purchaser may provide notice to Seller that Purchaser elects to
eliminate up to five (5) Properties from the terms and provisions
of this Agreement for reasons of a Title Objection under Section
4.3, or a Diligence Objection under Section 4.6 (each, a "DUE
DILIGENCE DEFAULT").  If Purchaser timely provides notice of such
Due Diligence Default in accordance with the provisions of
Section 4.3 and Section 4.6, then the Properties for which notice
of such Due Diligence Default was provided by Purchaser to Seller
shall be eliminated from the terms and provisions of this
Agreement and this Agreement shall be of no further force and
effect with respect to such Properties only, other than those
rights and obligations expressly stated to survive expiration or
termination of this Agreement, but this Agreement shall remain in
full force and effect with respect to all of the other
Properties.

       (b)  Anything contained in this Agreement to the contrary
notwithstanding, if Purchaser determines at any time prior to the
expiration  of  the Due Diligence Period that the Properties  are
not  satisfactory to Purchaser for any reason or  no  reason,  in
Purchaser's  sole discretion, then Purchaser may  terminate  this
Agreement  in  its  entirety  by  delivering  written  notice  of
termination  to  Seller prior to the end  of  the  Due  Diligence
Period.   If  Purchaser so terminates this Agreement, the  Escrow
Agent  shall return the Deposit to Purchaser (together  with  all
interest  thereon),  and  neither party shall  have  any  further
rights,  duties or obligations hereunder except with  respect  to
the  provisions  of  this Agreement which expressly  survive  the
termination of this Agreement.

(c)  If Purchaser terminates this Agreement following Seller's
election not to cure, or Seller's failure to cure, Diligence
Objections (other than objections relating to financial
performance or valuation of the Properties) for at least five (5)
Properties and such Diligence Objections could have been cured by
Seller using commercially reasonable efforts, then Seller shall
be obligated to reimburse Purchaser for Purchaser's actual out-of-
pocket costs and expenses (including the cost of third-party
reports, travel expenses and reasonable attorneys' fees and
expenses) reasonably incurred by Purchaser in connection with
this Agreement; PROVIDED, HOWEVER, the amount of such
reimbursement shall not exceed Fifty Thousand Dollars
($50,000.00), in the aggregate.

   Section 4.8.   FRANCHISOR AND BANK SYNDICATE APPROVAL, CONSENT.
During  the  Due Diligence Period, Seller shall use  commercially
reasonable  efforts  to  obtain Franchisor's  and  Seller's  Bank
Syndicate's   approval  of  the  Lease  and   consent   to   this
transaction.

                            ARTICLE V
                             CLOSING

   Section 5.1.   CLOSING.  The Closing shall be held on the date
which  is ten (10) days following expiration of the Due Diligence
Period  (the  "SCHEDULED CLOSING DATE"), or such  other  date  as
Seller  may set for the Closing if it elects to extend said  date
pursuant to Section 4.1, Section 4.6,  Section 11.1(b) or Section
12.1(b)  as  the  Adjourned Closing Date.   The  Closing  on  the
Scheduled  Closing  Date  or  the  Adjourned  Closing  Date,   as
applicable,  shall  commence at 9:30 a.m. Central  time,  at  the
offices of the Title Company or at such other location as  Seller
and Purchaser shall mutually designate.

  Section 5.2. SELLER'S CLOSING ITEMS.  Unless otherwise provided
in  this  Section  5.2,  at the Closing,  Seller  shall  execute,
deliver,  furnish  or  provide  to  Purchaser,  or  cause  to  be
executed,  delivered,  furnished or provided  to  Purchaser,  the
following (in such reasonable number of original counterparts  as
Purchaser may request):

        (a)  special or limited warranty deeds in form reasonably
satisfactory to Purchaser and the Title Company for each  of  the
Land and Buildings, conveying good and marketable (as required by
this  Agreement)  fee  title thereto, subject  to  the  Permitted
Encumbrances applicable to each Property (the "DEEDS");

(b)  the Lease Guaranty with respect to each Property;
(c)  a "non-foreign person" certification from Seller pursuant to
Section 1445 of the Code in the form attached hereto as Exhibit D
(the "FIRPTA Affidavit");
(d)  the affidavits and other similar documents contemplated by
Section 4.4;
(e)  if available and to the extent in Seller's possession, a
certificate of occupancy (or copy thereof to the extent
available);
(f)  copies of all permits, approvals, warranties, guaranties,
indemnity agreements, variances, approvals and licenses, in
connection with the ownership, occupancy, maintenance or
operation of the Properties, to the extent Seller is in
possession;
(g)  such other documents as may be reasonably necessary or
appropriate as requested by Purchaser to effect the consummation
of the transactions that are the subject of this Agreement
(including, without limitation, a Subordination, Non Disturbance
and Attornment Agreement and a Tenant Estoppel Certificate in the
form of those attached as exhibits to the Lease);
(h)  the Title Policy, or an irrevocable commitment to issue the
Title Policy (and any endorsements for which commitments have
been obtained by Purchaser prior to the end of the Due Diligence
Period), for each Property, dated as of the filing of the Deed
for such Property, issued by the Title Company, and insuring
Purchaser's good and marketable title in the amount of the
Purchase Price allocable to such Property, subject only to the
Permitted Encumbrances applicable to such Property;
(i)  a Bill of Sale and Assignment, duly executed by Seller,
conveying title to all of the portions of the Properties
described in Section 2.3(d), (e), (f) and (g) hereof, if, and to
the extent assignable, to Purchaser;
(j)  a Certificate of Seller confirming that all representations
and warranties of Seller in this Agreement are true and correct
in all material respects as of the Closing Date;
(k)  certificates of insurance with respect to each Property
showing the insurance coverages required under the Leases and
names Purchaser as an additional insured and/or loss payee two
(2) business days prior to Closing;
(l)  a Closing Statement; and
(m)  written confirmation from AAG that it has no right to
acquire any interest in the Properties.

         Section 5.3.   PURCHASER'S CLOSING ITEMS.  At the Closing,
Purchaser  shall execute, deliver, furnish or provide to  Seller,
or  cause  to  be executed, delivered, furnished or  provided  to
Seller, the following:

(a)  the balance of the Purchase Price in the manner required by
Section 2.2(b);

(b)  consents to collateral lease assignments and estoppel
agreements and any other document reasonably required by Seller's
Bank Syndicate or Franchisor, in form and substance reasonably
acceptable to the parties hereto;
(c)  such other documents as may be reasonably necessary or
appropriate as requested by Seller to effect the consummation of
the transactions that are the subject of this Agreement;
(d)  a Certificate of Purchaser confirming that all
representations and warranties of Purchaser in this Agreement are
true and correct in all material respects as of the Closing Date;
and
(e)  a Closing Statement.


          Section 5.4.   DOCUMENTS JOINTLY EXECUTED BY SELLER AND
PURCHASER.   At  the  Closing, Seller and  Purchaser  shall  each
execute and deliver the following documents:

(a)  any requisite transfer tax returns provided for in Section
5.5, to be delivered to the Title Company;

(b)  the Leases and Lease Memorandum for the Properties;
(c)  the documentation necessary to comply with Section 5.7;
(d)  subject to satisfaction of the conditions to Closing
contained in this Agreement and such letter, a letter of
direction to the Escrow Agent to disburse the Deposit and the
balance of the Purchase Price to Seller, record the Deeds and
Lease Memoranda, and take all other actions necessary to effect
the Closing; and
(e)  such other documents as may be reasonably necessary or
appropriate to effect the consummation of the transactions that
are the subject of this Agreement.

 Section 5.5.   TRANSFER AND RECORDATION TAXES.  (a) All recording
fees,  recording  taxes, intangibles taxes,  transfer  taxes  and
sales taxes, if any, imposed in connection with the conveyance of
the Properties pursuant to this Agreement as required by the laws
of  each  respective  jurisdiction in which  the  Properties  are
located (the "Transfer Taxes") shall be paid by Seller.

  (b)  Seller and Purchaser shall each execute and/or acknowledge
the returns or statements required if any, in connection with the
Transfer  Taxes, and any other taxes referred to in this  Section
5.5  or otherwise applicable to the transactions contemplated  by
this  Agreement, and shall deliver same, together with the  check
or  checks  of  Seller in payment thereof which are  required  of
Seller,  to the Title Company on the Closing Date.  All such  tax
payments  shall  be  made  by certified  or  bank  check  payable
directly to the order of the appropriate governmental officer, or
in  such manner as the Title Company shall reasonably require and
accept.

(c)  The provisions of this Section 5.5 shall survive the
Closing.

  Section 5.6. TITLE INSURANCE AND DILIGENCE COSTS.  The costs of
examination of title (including all UCC, tax and other  searches)
and  title premiums for the issuance by the Title Company of ALTA
owner's form title insurance policies with extended coverage (and
including survey endorsements) insuring Purchaser's fee  interest
in  the  Properties,  shall  be paid  by  Seller.   The  cost  of
obtaining   survey   affidavits   and   certifications   required
hereunder, including, without limitation, affidavits regarding no
new improvements, shall be paid by Seller.  The cost of the Phase
I  reports  previously  delivered to Purchaser,  any  updates  to
correct  inaccuracies  in  such reports,  and  the  certification
thereof to Purchaser shall be paid by Seller.  The costs  of  all
other diligence items, including, but not limited to, appraisals,
structural  and engineering reports and condemnation  and  zoning
investigations,   additional  surveys  (excluding   the   Surveys
described  in Section 4.1), and additional environmental  reports
or studies obtained by Purchaser shall be paid by Purchaser.  The
provisions of this Section 5.6 shall survive the Closing.

Section 5.7.   1099 COMPLIANCE.  Seller and Purchaser shall
execute, acknowledge and deliver to the other party such
instruments, and take such other actions, as such other party may
reasonably request in order to comply with Section 6045(e) of the
Code, or any successor provision or any regulations promulgated
pursuant thereto, insofar as the same requires reporting of
information in respect of real estate transactions.  The parties
designate the Title Company as the responsible party for
reporting this information as required by law.  The provisions of
this Section 5.7 shall survive the Closing.

Section 5.8.   ATTORNEYS' FEES.  Seller and Purchaser shall each
bear the costs of their respective counsel in connection with the
sale and purchase of the Properties.  At Closing, Seller shall
provide a credit to Purchaser against the Purchase Price in an
amount equal to the lesser of: (a) Four Thousand Dollars
($4,000.00) for each Property conveyed to Purchaser at Closing,
or (b) the total amount of attorneys' fees incurred by Purchaser
in connection with this transaction.  At least two (2) business
days prior to Closing, Purchaser shall provide to Seller copies
of invoices (or other evidence of payment) verifying the total
amount of attorneys' fees incurred by Purchaser in this
transaction.

  Section 5.9.   CLOSING CONDITIONS.  (a) The obligation of Seller
to  consummate  the  transaction contemplated by  this  Agreement
shall  be  conditioned  on the following conditions,  as  of  the
Closing Date:

(i)  all representations and warranties of Purchaser in this
Agreement are true and correct in all material respects as of the
Closing  Date, except to the extent that any such representations
and warranties expressly relate to an earlier date;

(ii) Purchaser shall have performed, in all material respects,
all of its obligations under this Agreement;
(iii)     Purchaser has not filed nor has become the subject of a
bankruptcy proceeding; and
(iv) Seller's Bank Syndicate and Franchisor shall have consented
to the transactions contemplated by this Agreement (including,
without limitation, approval of the Lease) within five (5) days
prior to the Closing Date.

   (b)  The obligation of Purchaser to consummate the transaction
contemplated  by  this  Agreement shall  be  conditioned  on  the
following conditions, as of the Closing Date:

(i)  all representations and warranties of Seller are true and
correct  in all material respects as of the Closing Date,  except
to  the  extent  that  any  such representations  and  warranties
expressly relate to an earlier date;

(ii) Seller shall have performed, in all material respects, all
of its obligations under this Agreement;
(iii)     neither any Seller nor AAG has filed nor has become the
subject of a bankruptcy proceeding; and
(iv) Seller's Bank Syndicate and Franchisor shall have consented
to the transactions contemplated by this Agreement (including,
without limitation, approval of the Lease) within five (5) days
prior to the Closing Date.

 (c)  If the Closing shall not occur solely as a result of the
failure of the condition set forth in Section 5.9(a)(iv), Section
5.9(b)(iii)  or  Section 5.9(b)(iv) above, the Deposit  (and  any
interest earned thereon) shall be returned to Purchaser and  upon
Purchaser's  request  therefor, Seller shall reimburse  Purchaser
for  all  of Purchaser's actual out-of-pocket costs and  expenses
(including, without limitation, the cost of third-party  reports,
travel  expenses  and reasonable attorneys'  fees  and  expenses)
reasonably  incurred  by  Purchaser  in  connection   with   this
Agreement, within ten (10) days of Seller's receipt of an invoice
for  such  costs and expenses; Provided, However, the  amount  of
such  reimbursement shall not exceed One Hundred  Fifty  Thousand
Dollars ($150,000), in the aggregate.

    Section 5.10.  PRICE ALLOCATION.  Purchaser and Seller hereby
agree to allocate the Purchase Price among the Properties in  the
manner  set  forth  on  Schedule 4.3  under  the  column  labeled
"Purchase Price - Amt," or on such other basis as the parties may
mutually agree to in writing prior to Closing.

                           ARTICLE VI
                       CLOSING ADJUSTMENTS

      Section 6.1.   CLOSING ADJUSTMENTS.  Seller and Purchaser
acknowledge and agree that there shall be no closing adjustments,
because of the execution and delivery of the Lease at closing and
that  payments  usually adjusted will be paid by  Seller  or  the
tenant under the Lease.

                           ARTICLE VII
                       COVENANTS OF SELLER

   Section 7.1. COVENANTS. During the period from the date hereof
until  the  Closing Date, Seller shall (i) operate, maintain  and
manage  the  Properties  in  a  manner  consistent  with  current
practice,  (ii) not enter into any leases, license agreements  or
other  agreements which would be an encumbrance  on  any  of  the
Properties,  (iii) maintain casualty and liability  insurance  in
commercially  reasonable  amounts,  and  (iv)  notify   Purchaser
promptly  after Seller is notified or becomes aware  of  (A)  any
litigation  regarding any of the Properties,  (B)  any  event  or
condition  which would cause any representation  or  warranty  of
Seller  contained herein to no longer be true and correct in  any
material respect, or (C) any event or condition which would cause
any condition to Purchaser's obligations in Section 5.9(b) to not
be satisfied in any material respect.

                          ARTICLE VIII
                 REPRESENTATIONS AND WARRANTIES

    Section 8.1. REPRESENTATIONS AND WARRANTIES BY SELLER.  Seller
hereby represents and warrants to Purchaser as of the date hereof
that,  except  as identified on Schedule 8.1, which Seller  shall
complete  and deliver to Purchaser within ten (10) days following
the Effective Date:

(a)  Seller is a limited liability company, duly organized,
validly existing and in good standing under the laws of the State
of  Delaware and is qualified to do business in each state  where
the Properties are located;

(b)  Seller has the legal right, power and authority to enter
into this Agreement and the Leases and to perform all of its
obligations hereunder, and the execution and delivery of this
Agreement and the Leases and the performance by Seller of its
obligations hereunder and thereunder, (x) has been duly
authorized, and (y) will not conflict with, or result in a breach
of, any of the terms, conditions and provisions of its
organizational and governance documents or any law, statute, rule
or regulation, or order, judgment, writ, injunction or decree of
any court or governmental instrumentality, or any contract,
agreement or instrument to which it is a party or by which it is
bound, or to which it or any portion of its property is subject
and (z) will not require the consent, approval, authority or
order of any court or governmental agency that has not been
previously obtained in writing or delivered to the Purchaser;
(c)  Seller has not received written notice of any pending
condemnation, eminent domain or similar proceedings with respect
to the Properties, and has no actual knowledge that any such
proceedings are threatened or contemplated;
(d)  Seller is not a "foreign person" within the meaning of
Section 1445(f)(3) of the Code;
(e)  neither Seller nor AAG has (i) commenced a voluntary case,
or to Seller's knowledge, had entered against it a petition for
relief under any federal bankruptcy act or similar petition order
or decree under any federal or state law or statute relative to
bankruptcy, insolvency or other relief for debtors, (ii) caused,
suffered or consented to the appointment of a receiver, trustee,
administrator, conservator, liquidator, or similar official in
any federal, state or foreign judicial or nonjudicial proceeding,
to hold, administer and/or liquidate all or substantially all of
its asset, or (iii) made an assignment for the benefit of
creditors;
(f)  the Properties are not subject to any agreements of sale, or
any options or other rights of third parties to acquire any
interest therein (other than pursuant to this Agreement and the
rights of Franchisor under its franchise agreements with AAG);
(g)  there are no adverse or other parties in possession of the
Properties, or of any part thereof, except Seller, and to
Seller's knowledge no party has been granted, and there does not
currently exist, any license, lease or other right relating to
the possession of the Properties, or any part thereof other than
as set forth in  Seller's agreements with Franchisor;
(h)  Seller is not a party to any litigation, arbitration or
administrative proceeding, and no litigation, arbitration or
administrative proceeding is pending or, to Seller's knowledge,
threatened:  (A) in which Seller is adverse to any person or
entity having or claiming any past, present or future interest in
any of the Properties, (B) which affects or questions Seller's
title to or current use of any of the Properties or Seller's
ability to perform its obligations under this Agreement, or (C)
otherwise relating to any claim for damages for personal injury
or property damage arising from or at any Property;
(i)  except as disclosed in the Environmental Reports (i) to
Seller's knowledge, no Property contains any Hazardous Substances
in violation of any applicable Environmental Laws, (ii) Seller
has not received any notice of, and has no actual knowledge that,
any administrative agency or other governmental authority has
determined that there has been (or is investigating whether there
is) a presence at, release or threat of release from, or
placement on or in, any Property of any Hazardous Substances, or
any Hazardous Substance in violation of any applicable
Environmental Laws, and (iii) to Seller's knowledge, no
underground storage tanks are located on any Property;
(j)  to Seller's knowledge, Seller has not received written
notice of any breach of any reciprocal easement agreement,
development agreement, operating agreement or similar agreement
affecting the Property which has not been cured;
(k)  Seller has not received written notice from any governmental
or regulatory agency of any material violation of any law,
regulation or statutory requirement with respect to the physical
condition of any Building, or the operation of Seller's business
thereon, which has not been cured;
(l)  Neither Seller nor, to the best of Seller's knowledge, any
of Seller'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/t11sdn.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").  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; and
(m)  the Properties are not now in whole or in part under lease
to any person, nor are there any equipment leases or service
contracts (other than those relating to Excluded Property or
those which can be cancelled upon sixty (60) days or less notice
without penalty)  relating to the Properties to which Seller is a
party;
(n)  The historical financial statements provided to Purchaser by
Seller are consistent with those internally prepared by Seller
and to Seller's knowledge are true, accurate and complete.
(o)  To the Seller's knowledge, the Properties are suitable for
use and operation of a typical Applebee's restaurant.
(p)  To the Seller's knowledge, no Property contains any latent
defect, construction structural design or engineering defect and
no state of repair exists which would in the aggregate, as to any
Property, cost more than $200,000 to correct or repair.
Any and all uses of the phrase, "TO SELLER'S ACTUAL KNOWLEDGE" or
other  references to Seller's knowledge in this  Agreement  shall
mean  the  actual  knowledge of Lorin  M.  Cortina  (the  "SELLER
KNOWLEDGE  INDIVIDUAL")  as to a fact at  the  time  given.   The
actual  or  constructive  knowledge of any  other  individual  or
entity shall not be imputed to the Seller Knowledge Individual.

      Section 8.2.   REPRESENTATIONS AND WARRANTIES BY PURCHASER.
Purchaser hereby represents and warrants to Seller as of the date
hereof that:

(a)  Purchaser is a corporation duly organized, validly existing
and in good standing under the laws of the State of Minnesota;

(b)  Purchaser has the legal right, power and authority to enter
into this Agreement and perform all its obligations hereunder,
and the execution and delivery of this Agreement and the
performance by Purchaser of its obligations hereunder, (x) has
been duly authorized, and (y) will not conflict with, or result
in a breach of, any of the terms, conditions and provisions of
its organizational and governance documents or any law, statute,
rule or regulation, or order, judgment, writ, injunction or
decree of any court or governmental instrumentality, or any
contract, agreement or instrument to which Purchaser is a party
or by which it is bound, or to which it or any portion of its
property is subject and (z) will not require the consent,
approval, authority or order of any court or governmental agency
that has not been previously obtained in writing and delivered to
Seller;
(c)  Purchaser, either directly or through its shareholders or
affiliates, has sufficient capital or net worth to meet the
obligations of Purchaser under this Agreement, including payment
of the Purchase Price; and
(d)  Neither Purchaser nor, to the best of Purchaser's knowledge,
any of Purchaser's shareholders, is 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/t11sdn.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").  Purchaser covenants and agrees that
neither Purchaser nor any of its shareholders 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.


     Section 8.3.   ACKNOWLEDGMENTS OF PURCHASER.  Purchaser
acknowledges and agrees for the benefit of Seller that:

(a)  Except as otherwise expressly stated in this Agreement or in
any  agreement or instrument executed and delivered by Seller  to
Purchaser   contemporaneously  herewith  or   at   the   Closing,
including,  by way of example, but not limited to representations
and  warranties  set  forth  in Section  8.1  of  this  Agreement
(hereinafter collectively referred to in this Section 8.3 as  the
"SURVIVING  REPRESENTATIONS"), Seller hereby expressly  disclaims
any  and  all  representations and  warranties  of  any  kind  or
character,  express or implied, written or oral, with respect  to
the Properties, and Purchaser agrees to accept the Properties "AS
IS,  WHERE IS, WITH ALL FAULTS".  Without limiting the generality
of  the  preceding  sentence or any other  disclaimer  set  forth
herein,  Seller and Purchaser hereby agree that, except  for  the
Surviving Representations, Seller has not made and is not  making
any representations or warranties, express or implied, written or
oral,  as  to (a) the nature or condition, physical or otherwise,
of  any  Property  or  any  aspect  thereof,  including,  without
limitation,   any   warranties   of  habitability,   suitability,
merchantability or fitness for a particular use  or  purpose,  or
the  absence of latent or other defects in any Property, (b)  the
nature   or   quality  of  construction,  structural  design   or
engineering of the improvements or the state of repair or lack of
repair  of any of the improvements, (c) the quality of the  labor
or  materials included in the improvements, (d) any soil, surface
water    or    groundwater   conditions,   drainage   conditions,
topographical   features,   access   to   public   rights-of-way,
availability  of  utilities or other conditions or  circumstances
which  affect or may affect any Property or any use to which  any
Property  may  be  put, (e) any conditions which  affect  or  may
affect any Property with respect to any particular purpose,  use,
development  potential or otherwise, (f) the area,  size,  shape,
configuration, location, capacity, quantity, quality, cash  flow,
expenses  or value of any Property or any part thereof,  (g)  the
nature  or  extent  of title to any Property,  or  any  easement,
servitude, right-of-way, possession, lien, encumbrance,  license,
reservation, condition or otherwise that may affect title to  any
Property, (h) any environmental, geological, structural, or other
condition  or  hazard or the absence thereof heretofore,  now  or
hereafter affecting in any manner any Property, including but not
limited  to, the presence or absence of any Hazardous  Substances
on,  in, under, migrating to or from or adjacent to any Property,
(i) the compliance of any Property or the operation or use of any
Property  with any applicable restrictive covenants, or with  any
laws,   ordinances  or  regulations  of  any  governmental   body
(including specifically, without limitation, any zoning  laws  or
regulations, any building codes, any Environmental Laws, and  the
Americans  with  Disabilities Act of 1990, 42 U.S.C.   12101,  et
seq.).   The  provisions of this Section 8.3 shall be binding  on
Purchaser and shall survive the Closing.

(b)  Purchaser has been given the opportunity to inspect the
Properties, the leases, contracts and other materials (including,
without limitation, title materials and financial reports)
relating to the Properties that Purchaser deemed necessary to
inspect and review in connection with the transaction
contemplated by this Agreement, and Purchaser has had the
opportunity to retain such environmental consultants, structural
engineers and other experts as it deemed necessary to inspect the
Properties and review such materials.  Purchaser is relying on
its own investigation and the advice of its experts regarding the
Properties, and upon its review of leases, contracts, and other
materials, and not on any representations or warranties of Seller
(other than the Surviving Representations).  Purchaser
acknowledges that Seller makes absolutely no representations or
warranties with respect to the accuracy or completeness of any
information, reports or other materials delivered to Purchaser
except as may be expressly set forth in the Surviving
Representations or elsewhere in this Agreement or in the
instruments executed and delivered at Closing.
(c)  Anything contained in this Agreement to the contrary
notwithstanding, if a breach, inaccuracy, incompleteness or
nonfulfillment ("Defect") of any warranty, representation or
covenant of Seller or of any condition to Purchaser's obligations
hereunder, contained in this Agreement, occurs and such Defect is
known to Purchaser at or prior to the Closing, Purchaser's sole
remedy with respect thereto shall be either (x) to waive its
right to object to such Defect and cause the Closing to occur
without abatement, credit against or reduction of the Purchase
Price by any amount whatsoever, in which event Seller shall have
no further liability or responsibility to Purchaser with respect
to any such Defect or (y) to notify Seller in writing of such
Defect prior to the Closing Date and, at Purchaser's option,
either, (i) if such Defect is not cured by Seller prior to the
Closing Date, to terminate this Agreement in which case the
Deposit (together with any interest thereon) shall be returned to
Purchaser  and Seller shall have no further liability to
Purchaser except by reason of such Defect, if applicable, as
provided in Section 13.2 or (ii) whether or not Seller undertakes
to cure such Defect, proceed to Closing without abatement, credit
against or reduction of the Purchase Price by any amount
whatsoever, in which event, Seller shall have no further
liability or responsibility to Purchaser with respect to any such
Defect.

  Section 8.4.   NO FINANCING CONTINGENCY.  Purchaser acknowledges
and agrees that its obligations under this Agreement shall not be
subject to any financing contingency.

Section 8.5.   DAMAGES FOR BREACH OF REPRESENTATIONS.  In the
event of a material breach with respect to any representation or
warranty made by Seller or Purchaser under this Agreement, the
non-breaching party shall be entitled to pursue a claim with
respect to such breach if and only if (i) written notice of such
breach is given to the breaching party on or prior to the
expiration of the applicable Survival Period for such breach,
which notice must contain a reasonably detailed description of
the facts relating to the claimed breach and (ii) the liability
and losses arising out of such breach, when aggregated with all
other breaches, if any, of representations and warranties under
this Agreement, shall exceed Two Hundred Fifty Thousand Dollars
($250,000).  For purposes of this Section 8.5, "SURVIVAL PERIOD"
shall mean a period of one (1) year commencing on the day
following the Closing Date.  The provisions of this Section 8.5
shall survive the Closing.  Seller and Purchaser acknowledge and
agree that, except to the extent any losses, costs or damages are
incurred by such party resulting from any fraudulent
misrepresentation by the other party, Purchaser's and Seller's
sole and exclusive remedy with respect to any and all claims
based upon, resulting from or arising out of the breach of any
representation or warranty of the other party contained in this
Agreement shall be pursuant to the provisions of this Article
VIII.  All claims for damages shall be limited to actual damages
and shall not include lost profits or consequential damages
whether arising in contract, tort (including negligence and
strict liability), warranty, statute or otherwise.

                           ARTICLE IX
                             NOTICES

   Section 9.1.   NOTICES.  All notices, demands, requests,
approvals  or  other communications ("NOTICES")  required  to  be
given  or  which may be given hereunder shall be in  writing  and
shall be given by personal delivery with receipt acknowledged  or
by  United  States registered or certified mail,  return  receipt
requested, postage prepaid, by Federal Express or other reputable
national  overnight courier service or by facsimile transmission,
and  shall  be  deemed  given when received  or  refused  at  the
following addresses:

       If to Seller:     APPLE AMERICAN GROUP LLC
                         225 Bush Street,
                         Suite 1470
                         San Francisco, California  94104
                         Attn.:    Lorin M. Cortina
                         Facsimile No.:  (415) 835-0223

       With copies to:   Dennis E. McLean, Esq.
                         Davis Wright Tremaine LLP
                         1501 4th Avenue, Suite 2600
                         Seattle, Washington  98101
                         Facsimile No.:  (206) 470-3623

       If to Purchaser:  AEI Fund Management, Inc.
                         1300 Wells Fargo Place
                         30 Seventh Street East
                         St. Paul, Minnesota  55101
                         Attn.:    George J. Rerat
                         Facsimile No.:  (651) 225-8144

       With copies to:   Winthrop & Weinstine P.A.
                         225 South Sixth Street
                         Suite 350
                         Minneapolis, Minnesota  55402
                         Attn.:    Jeffrey L. Leclerc
                         Facsimile No.:  (612) 604-6887

Each  party  may designate a change of address (or additional  or
substitute  parties  for notice) by notice to  the  other  party,
given at least fifteen (15) days before such change of address is
to become effective.  The giving of any notice required hereunder
may  be  waived in writing by the party entitled to receive  such
notice.

                            ARTICLE X
                         CONFIDENTIALITY

    Section 10.1.  CONFIDENTIALITY.  Purchaser acknowledges and
agrees  that until the Closing it shall be bound by  all  of  the
terms  and  conditions  of  that certain  confidentiality  letter
agreement between AAG and AEI Fund Management, Inc. dated  as  of
February 27, 2006.  Between the date hereof through and including
the  Closing Date, Purchaser and Seller shall not (and shall each
use reasonable efforts to cause their respective Representatives,
including,  without  limitation, financial institutions  not  to)
disclose,  make  known, divulge, disseminate or  communicate  the
Purchase  Price  or  any of the terms of this Agreement  or  this
transaction or any agreement, document or understanding pertinent
to  the  instant  transaction without the consent  of  the  other
party,  except  (i) as required by law, (ii) to their  respective
Representatives  involved in the transaction or their  respective
businesses,   (iii)   to  Purchaser's  prospective   lenders   or
investors,  (iv)  to  Seller's  lender  or  investors,   (v)   to
Franchisor,  or  (vi) as necessary to enforce the  provisions  of
this   Agreement  or  to  pursue  any  claim  or  action  arising
hereunder.   Neither  AAG  nor  Seller,  on  the  one  hand,  nor
Purchaser,   on   the   other  hand,  shall   make   any   public
announcements, including, without limitation, any press releases,
pertaining  in  any  way  to  this  Agreement  and  documents  or
transactions  contemplated hereby without the  prior  consent  of
Purchaser,   Seller  and  AAG,  except  as   required   by   law.
Notwithstanding  the  foregoing  or  any  contrary  agreement  or
understanding,   the  parties  (and  each  of  their   respective
employees, representatives or other agents) may disclose  to  any
and all persons, without limitation of any kind, the U.S. federal
income tax treatment and U.S. federal income tax structure of the
transactions contemplated hereby and all materials  of  any  kind
(including  opinions or other tax analyses) that are provided  to
them  relating to such U.S. federal income tax treatment and U.S.
federal income tax structure.

Section 10.2.  SURVIVAL.  The provisions of Section 10.1 shall
survive the termination of this Agreement.


                           ARTICLE XI
                     DAMAGE AND DESTRUCTION

          Section 11.1.  EFFECT OF DAMAGE.  If all or any part of any
Property is damaged by fire or other casualty occurring following
the  date  hereof and prior to the Closing Date, whether  or  not
such damage affects a material part of any Property,

 (a)  if the estimated cost of repair or restoration with respect
to any one Property is less than or equal to Two Hundred Thousand
Dollars ($200,000) or twenty percent (20%) or less of the parking
spaces of any Property are damaged, neither party shall have  the
right   to  terminate  this  Agreement  and  the  parties   shall
nonetheless consummate this transaction in accordance  with  this
Agreement,  without any abatement of the Purchase  Price  or  any
liability or obligation on the part of Seller by reason  of  said
destruction  or damage and without any extension of  the  Closing
Date.  In such event, Seller shall make a claim for and have  the
right  to collect any casualty insurance proceeds received  under
the  casualty  insurance policies in effect with respect  to  the
Properties on account of said physical damage or destruction  and
Seller  shall  promptly proceed to perform the requisite  repairs
and  rebuild the Building to substantially the same condition  as
it  existed  prior  to  the occurrence  of  such  fire  or  other
casualty, it being contemplated that insurance proceeds  will  be
assigned to Seller, and that Seller, will be responsible for  the
amount of any deductible (but the completion of such repairs  and
restoration  shall not be in condition to Purchaser's  obligation
to  close  so  long  as the Lease for such Property  specifically
provides  that the Tenant shall pay rent during the  pendency  of
such  repairs  and the Tenant is not otherwise able to  terminate
the Lease by reason of such damage); and

(b)  if the estimated cost of repair or restoration with respect
to any one (1) Property exceeds Two Hundred Thousand Dollars
($200,000) or more than twenty (20%) of the parking spaces for
any Property are destroyed (in either case, a "CASUALTY
PROPERTY"), Seller or Purchaser, shall have the option,
exercisable within thirty (30) days after the occurrence of such
fire or other casualty and such party's receipt of such factual
information regarding the casualty and availability of insurance
proceeds as is reasonably sufficient to enable such party to make
an informed decision about whether or not to proceed to Closing,
to eliminate such Casualty Property from the sale contemplated by
this Agreement in which event the Purchase Price shall be reduced
by the amount allocated to such Casualty Property on Schedule 4.3
attached hereto and this Agreement shall be deemed canceled and
of no further force or effect with respect to the Casualty
Property only, except for those rights and obligations expressly
stated to survive expiration or termination of this Agreement,
and neither party shall have any further rights or liabilities
against or to the other with respect to the Casualty Property.
Any Casualty Property eliminated by Purchaser from the sale
contemplated hereunder shall not be deemed a Due Diligence
Default for purposes of Section 4.7 of this Agreement.  If a fire
or other casualty described in this subsection (b) shall occur
and neither party shall have elected to eliminate such Casualty
Property from the transaction contemplated by this Agreement,
then in such event, irrespective of the cost of repair or
restoration exceeding Two Hundred Thousand Dollars ($200,000) or
whether more than twenty percent (20%) of the parking spaces for
any Property are destroyed, the Closing Date with respect to such
Casualty Property (but not the other Properties) shall be
adjourned for a period of time reasonably determined to be
necessary by Seller to make the repair or restoration, but in any
event not later than November 30, 2006.

   Section 11.2.  ESTIMATES.  The estimated cost to repair and/or
restore  contemplated in Section 11.1 above shall be  established
by  estimates  obtained  by Seller from independent  contractors,
subject to Purchaser's review and reasonable approval of the same
and the provisions of Section 11.3 below.

Section 11.3.  DISPUTES.  Any disputes under this Article XI as
to the cost of repair or restoration shall be resolved by
expedited arbitration before a single arbitrator acceptable to
both Seller and Purchaser in their reasonable judgment in
accordance with the expedited commercial arbitration rules then
obtaining of the American Arbitration Association.


                           ARTICLE XII
                          CONDEMNATION

 Section 12.1.  EFFECT OF CONDEMNATION.  If, prior to the Closing
Date,  any  part  of any Property is taken, or  if  Seller  shall
receive an official notice from any governmental authority having
eminent  domain power over any of the Properties of its intention
to  take, by eminent domain proceeding, all or any portion of any
of the Properties (in either case, a "Taking"), then:

(a)  if such Taking with respect to any Property is less than or
equal to Two Hundred Thousand Dollars ($200,000), does not affect
more  than  twenty  percent (20%) of the parking  spaces  of  any
Property  and  otherwise would not allow for termination  of  the
Lease  or reduction, abatement or offset of rent under the  Lease
if  such  Taking occurred during the Term of the Lease, does  not
impair   Seller's  ability  to  conduct  its  business   at   the
Properties,  and  will not result in the Property  violating  any
federal,  state  or  local law, regulation or ordinance,  neither
party  shall have any right to terminate this Agreement, and  the
parties   shall   nonetheless  consummate  this  transaction   in
accordance  with  this Agreement, without any  abatement  of  the
Purchase  Price  or any liability or obligation on  the  part  of
Seller by reason of such Taking and without any extension of  the
Closing Date; PROVIDED, HOWEVER, that Purchaser and Seller  shall
be  entitled  to make a claim for any award or other proceeds  of
such Taking , and Seller may receive and keep the portion of such
proceeds  or award necessary to restore the Property in order  to
operate  the Seller's business on the Property. The net  proceeds
of  any  such award after such restoration shall be delivered  to
Purchaser; and

(b)  if such Taking with respect to any Property is more than Two
Hundred Thousand Dollars ($200,000), affects more than twenty
percent (20%) of the parking spaces of any Property, would allow
for termination of the Lease if such taking occurred during the
Term of the Lease or reduction, abatement or offset of rent under
the Lease, or impairs Seller's ability to operate its business at
any Property or results in the Property violating any federal,
state or local law, regulation or ordinance (a "TAKING
PROPERTY"), either Seller or Purchaser, shall have the option,
exercisable within thirty (30) days after such Taking or notice
that such Taking will occur and such party's receipt of such
factual information regarding the Taking and the availability of
awards or other proceeds of such Taking as is reasonably
sufficient to enable such party to make an informed decision
about whether or not to proceed to Closing, to exclude such
Taking Property from the sale contemplated by this Agreement in
which case the Purchase Price shall be reduced by the amount
allocated to such Taking Property on Schedule 4.3 attached hereto
and this Agreement shall be deemed canceled and of no further
force or effect with respect to the Taking Property only, except
for those rights and obligations expressly stated to survive
expiration or termination of this Agreement, and neither party
shall have any further rights or liabilities against or to the
other with respect to the Taking Property.  Any Taking Property
eliminated by Purchaser from the sale contemplated hereunder
shall not be deemed a Due Diligence Default for purposes of
Section 4.7 of this Agreement.  If a Taking described in this
subsection (b) shall occur and neither party shall have elected
to eliminate such Taking Property from the transaction
contemplated by this Agreement, then Purchaser and Seller shall
consummate this transaction in accordance with this Agreement,
without any abatement of the Purchase Price or any liability or
obligation on the part of Seller by reason of such Taking;
provided, however, that Seller may receive and keep the portion
of any award or other proceeds of such Taking necessary to
restore the Property in order to operate the Seller's business
thereon, the net proceeds of any such award after such
restoration shall be delivered to Purchaser, and the Closing Date
with respect to such Property (but not the other Properties)
shall be adjourned for a period of time reasonably determined to
be necessary by Seller to make the repair or restoration, but in
no event later than November 30, 2006.
(c)  Any disputes under this ARTICLE XII as to whether the Taking
is less than or equal to Two Hundred Thousand Dollars ($200,000),
affects more than twenty percent (20%) of the Parking Spaces for
any Property or impairs Seller's ability to conduct its business
at such Property shall be resolved by expedited arbitration
before a single arbitrator acceptable to both Seller and
Purchaser in their reasonable judgment in accordance with the
expedited commercial arbitration rules then obtaining of the
American Arbitration Association.


                          ARTICLE XIII
                 DEFAULT BY PURCHASER OR SELLER

 Section 13.1.  PURCHASER DEFAULT.  If Purchaser shall default in
the  payment of the Purchase Price or if Purchaser shall  default
in  the  performance  of  any  of its  other  obligations  to  be
performed  on the Closing Date, Seller shall have the  right,  as
its  sole  and  exclusive remedy by reason thereof  (in  lieu  of
prosecuting  an action for damages or proceeding with  any  other
legal  course  of  conduct, the right to bring  such  actions  or
proceedings being expressly and voluntarily waived by Seller,  to
the  extent legally permissible, following and upon advice of its
counsel),  to terminate this Agreement and to retain the  Deposit
(and any interest earned thereon).

Section 13.2.  SELLER DEFAULT.  If Seller shall default in any of
its obligations to be performed on the Closing Date, Purchaser,
as its sole remedies by reason thereof (in lieu of prosecuting an
action for damages or proceeding with any other legal course of
conduct, the right to bring such actions or proceedings being
expressly and voluntarily waived by Purchaser, to the extent
legally permissible, following and upon advice of its counsel),
shall have the right:  (i) to seek to obtain specific performance
of Seller's obligations hereunder, provided that any action for
specific performance shall be commenced within one hundred and
twenty (120) days after such default, and if Purchaser prevails
thereunder, Seller shall reimburse Purchaser for all reasonable
legal fees, court costs and all other reasonable costs of such
action; or (ii) to terminate this Agreement and receive a return
of the Deposit (together with any interest earned thereon), in
which event Seller shall reimburse Purchaser on demand for all of
Purchaser's out-of-pocket costs and expenses (including, without
limitation, the cost of third-party reports, travel expenses and
reasonable attorneys' fees and expenses) reasonably incurred in
connection with this Agreement (but in no event shall the amount
of such reimbursement exceed Fifty Thousand Dollars ($50,000) in
the aggregate), it being understood that if Purchaser fails to
commence an action for specific performance within one hundred
and twenty (120) days after such default, Purchaser shall be
deemed to have elected the remedy under this subpart (ii).  If
Purchaser elects or is deemed to have elected the remedy set
forth in subpart (ii) of the immediately preceding sentence, then
upon return and delivery of the Deposit, this Agreement shall
terminate and neither party hereto shall have any further rights
or obligations hereunder, except for those rights and obligations
expressly stated to survive expiration or termination of this
Agreement.

Section 13.3.  SURVIVAL.  The provisions of this ARTICLE XIII
shall survive the termination hereof.


                           ARTICLE XIV
                    MISCELLANEOUS PROVISIONS

   Section 14.1.  SEVERABILITY.  Each part of this Agreement is
intended  to  be severable.  If any term, covenant, condition  or
provision hereof is unlawful, invalid, or unenforceable  for  any
reason whatsoever, this Agreement shall be construed without such
term, covenant, condition or provision.

Section 14.2.  RIGHTS CUMULATIVE; WAIVERS.  The rights of each of
the parties under this Agreement are cumulative and may be
exercised as often as any party considers appropriate.  The
rights of any of the parties hereunder shall not be capable of
being waived or varied otherwise than by an express waiver or
variation in writing executed by all of the parties hereto.
Failure to exercise or any delay in exercising any of such rights
also shall not operate as a waiver or variation of that or any
other such right.  Defective or partial exercise of any of such
rights shall not preclude any other or further exercise of that
or any other such right.  No act or course of conduct or
negotiation on the part of any party shall in any way preclude
such party from exercising any such right or constitute a
suspension or any variation of any such right.

Section 14.3.  HEADINGS.  The headings contained in this
Agreement are inserted for convenience only and shall not affect
the meaning or interpretation of this Agreement or any provision
hereof.
      Section 14.4.  CONSTRUCTION.  Unless the context otherwise
requires, singular nouns and pronouns, when used herein, shall be
deemed  to  include  the plurals of such nouns  or  pronouns  and
pronouns  of one gender shall be deemed to include the equivalent
pronouns of the other gender.

   Section 14.5.  ASSIGNMENT.  Purchaser may assign its rights to
purchase any Property under this Agreement to one or more persons
or  entities  controlling, controlled by or under common  control
with, or managed by, Purchaser or AEI Fund Management, Inc.,  and
may delegate its rights to purchase any Property hereunder to any
such  persons or entities.  Except as provided in the immediately
preceding  sentence, Purchaser shall not assign its rights  under
this  Agreement  to  any other party without  the  prior  written
consent   of  Seller.   No  assignment  hereunder  shall  release
Purchaser from its obligations under this Agreement.

Section 14.6.  COUNTERPARTS.  This Agreement may be executed in
any number of counterparts, each of which shall be an original,
and all of which taken together shall constitute one and the same
Agreement.

Section 14.7.  GOVERNING LAW.  This Agreement shall be construed,
and the rights and obligations of Seller and Purchaser hereunder
shall be determined, in accordance with the laws of the State of
Indiana.

Section 14.8.  JURISDICTION; VENUE.  For the purposes of any
suit, action or proceeding involving this Agreement, the parties
hereto hereby expressly submit to the jurisdiction of all federal
and state courts sitting in Indianapolis, Indiana, and consent
that any order, process, notice of motion or other application to
or by any such court or a judge thereof may be served within or
without such court's jurisdiction by registered mail or by
personal service, provided that a reasonable time for appearance
is allowed, and the parties hereto agree that such court shall
have exclusive jurisdiction over any such suit, action or
proceeding commenced under this Agreement.  Each party hereby
irrevocably waives any objection that it may have now or
hereafter to the laying of venue of any suit, action or
proceeding arising out of or relating to this Agreement brought
in any federal or state court sitting in Indianapolis, Indiana,
and hereby further irrevocably waives any claim that any such
suit, action or proceeding brought in any such court has been
brought in an inconvenient forum.

Section 14.9.  WAIVER OF TRIAL BY JURY.  The parties hereto waive
any right to a trial by jury of any dispute arising under or
relating to this Agreement.

Section 14.10. BROKERS AND ADVISORS.  Seller and Purchaser each
warrants and represents to the other that it has not dealt or
negotiated with any broker in connection with the sale of the
Properties as provided by this Agreement.  Seller and Purchaser
each hereby agrees to indemnify, defend and hold the other
harmless from all loss, cost, damage or expense (including
reasonable attorneys' fees) incurred by the other as a result of
any claim arising out of the acts of the indemnifying party (or
others on its behalf) for a commission, finder's fee or similar
compensation made by any broker, finder or any party who claims
to have dealt with such party.  The provisions of this Section
14.10 shall survive the Closing and the termination of this
Agreement.

Section 14.11. INTEGRATION.  This Agreement sets forth the entire
agreement and understanding of the parties hereto with respect to
the specific matters agreed to herein and supersedes all prior
agreements or understandings between the parties with respect to
the matters contained herein.  The parties hereto acknowledge
that no oral or other agreements, understandings, representations
or warranties exist with respect to this Agreement or with
respect to the obligations of the parties hereto under this
Agreement, except those specifically set forth in this Agreement.

Section 14.12. AMENDMENTS.  This Agreement may not be changed,
modified or terminated, except by an instrument in writing signed
by the parties hereto.

Section 14.13. FURTHER ASSURANCES; COOPERATION.  The parties will
execute, acknowledge and deliver all and every such further acts,
deeds, conveyances, assignments, notices, transfers and
assurances as may be reasonably required for the better assuring,
conveying, assigning, transferring and confirming unto Purchaser
the Properties and for carrying out the intentions or
facilitating the consummation of the transactions contemplated by
this Agreement.  In furtherance thereof, the parties hereto shall
cooperate with each other to effectuate the transactions
contemplated by this Agreement and to minimize transaction costs.
The provisions of this Section 14.13 shall survive the Closing.

Section 14.14. NO RECORDING.  Neither this Agreement nor any
memorandum hereof may be recorded without first obtaining
Seller's prior written consent thereto.

Section 14.15. TRANSACTION CHARACTERIZATION.  (a) It is the
intent of the parties that the conveyance of the Properties to
Purchaser be an absolute conveyance in effect as well as form,
and the instruments of conveyance to be delivered at Closing are
not intended to serve or operate as a mortgage, equitable
mortgage, security agreement, trust conveyance or financing or
trust arrangement of any kind, nor as a preference or fraudulent
conveyance against any creditors of Seller.  After the execution
and delivery of the instruments of conveyance described in
Section 5.2, Seller will have no legal or equitable interest or
any other claim or interest in the Properties other than as set
forth in the Lease.  Furthermore, the parties intend for the
Lease to be a true operating lease and not a transaction creating
a financing lease, capital lease, equitable mortgage, mortgage,
deed of trust, security interest or other financing arrangement,
and the economic realities of the Lease are those of a true
lease.

   (b)  Notwithstanding the existence of the Lease, none of the
parties   shall   contest   the   validity,   enforceability   or
characterization  of the sale and purchase of the  Properties  by
Purchaser  pursuant to this Agreement as an absolute  conveyance,
and  both  parties shall take reasonable action  to  support  the
intent  expressed herein that the purchase of the  Properties  by
Purchaser  pursuant to this Agreement provides  for  an  absolute
conveyance  and  does  not create a joint  venture,  partnership,
equitable  mortgage,  trust,  financing  device  or  arrangement,
security  interest or the like, if, and to the extent  that,  any
challenge  occurs.   The provisions of this Section  14.15  shall
survive the Closing.


    [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]



IN   WITNESS   WHEREOF,   the  parties   hereto   have   executed
this Agreement as of the date first referenced above.

SELLER:

APPLE INDIANA II LLC           APPLE PENNSYLVANIA LLC

By:Apple American Group LLC,   By:Apple American Group LLC,
   its Managing Member            its Managing Member

   By: /s/ Lorin Cortina       By: /s/ Lorin Cortina
   Name:   Lorin Cortina       Name:   Lorin Cortina
   Title:  EVP/CFO             Title:  EVP/CFO

APPLE WASHINGTON LLC              B.T. WOODLIPP, INC.

By:Apple American Group LLC,
   its Managing Member

   By: /s/ Lorin Cortina       By:/s/ Lorin Cortina
   Name:   Lorin Cortina       Name:  Lorin Cortina
   Title:  EVP/CFO             Title: EVP/CFO

PURCHASER:

AEI FUND MANAGEMENT, INC.

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





                            EXHIBIT A

                       LEGAL DESCRIPTIONS



E. WASHINGTON

PARCEL 1:

Part  of  the  East Half of the Southwest Quarter of  Section  1,
Township 15 North, Range 4 East of the Second Principal Meridian,
Warren   Township,  Marion  County,  Indiana,  more  particularly
described as follows:

Commencing  at  a  brass  plug marking the  intersection  of  the
centerline of Washington Street (U.S. 40) with the West  line  of
the  of  the  East Half of the Southwest Quarter  of  Section  1,
Township 15 North, Range 4 East; thence on said centerline  North
86  degrees  26 minutes 34 seconds East (assumed bearing)  675.10
feet  to an angle point in said centerline; thence continuing  on
said centerline North 86 degrees 27 minutes 34 seconds East 34.90
feet;  thence  deflecting 90 degrees 00 minutes 00 seconds  right
South  03  degrees 32 minutes 26 seconds East 40.00 feet  to  the
South  right-of-way line of said Washington Street  per  I.S.H.C.
Federal  Aid Project No. 13, Sec. F and A3 (1938) Sheet  No.  13,
being the POINT OF BEGINNING of the herein described real estate;
thence  on  said 40-foot right-of-way line North  86  degrees  27
minutes  34  seconds East 178.26 feet to the East  line  of  land
described  in  a  deed  to  Venture  Stores,  Inc.,  recorded  as
Instrument No. 92-37757 in the Office of the Recorder  of  Marion
County,  Indiana; thence on the East line of said land,  parallel
with  the West line of said East Half South 00 degrees 00 minutes
50  seconds East 254.88 feet; thence North 89 degrees 58  minutes
36  seconds West 206.33 feet to the point of curvature of a  non-
tangent  curve  concave Northeasterly, having a radius  of  39.99
feet  and  a  central angle of 78 degrees 11 minutes 50  seconds;
thence Northwesterly on said curve, an arc distance of 54.58 feet
(said arc being subtended by a chord which bears North 49 degrees
30  minutes  04  seconds West 50.44 feet) to a non-tangent  line;
thence  North 00 degrees 03 minutes 17 seconds East 152.34  feet;
thence  parallel with said right-of-way line North 86 degrees  26
minutes 34 seconds East 19.73 feet; thence parallel with the West
line  of  said East Half North 00 degrees 00 minutes  50  seconds
West 39.32 feet to the South right-of-way line of said Washington
Street per Indiana State Highway Department Project No. 246  (23)
1955, Sheet 10; thence on said right-of-way line North 86 degrees
26  minutes 34 seconds East 13.02 feet to an angle point;  thence
on  said right-of way line North 86 degrees 27 minutes 34 seconds
East  34.89  feet; thence North 03 degrees 32 minutes 26  seconds
West 15.00 feet to the POINT OF BEGINNING.

PARCEL 2:

A  non-exclusive easement for ingress and egress as set out in an
agreement recorded September 27, 1996 as Instrument No. 96-134926
in  the  Office  of  the  Recorder  of  Marion  County,  Indiana,
described as follows:

A  strip  of ground over a part of the East Half of the Southwest
Quarter  of  Section 1, Township 15 North, Range 4  East  of  the
Second   Principal  Meridian,  Warren  Township,  Marion  County,
Indiana, more particularly described as follows:

Commencing  at  a  brass  plug marking the  intersection  of  the
centerline of Washington Street (U.S. 40) with the West  line  of
the East Half of the Southwest Quarter of Section 1, Township  15
North, Range 4 East; thence on said centerline an assumed bearing
of  North  86  degrees 26 minutes 34 seconds  East  595.76  feet;
thence South 00 degrees 03 minutes 17 seconds West 55.11 feet  to
a  point on the Southerly right-of-way line of Washington  Street
as  established on I.S.H.C. Project No. 13, Sections  F  and  A3,
(1938), Sheet 13, said point being the POINT OF BEGINNING of  the
herein  described  real estate; thence on said right-of-way  line
North  86  degrees 26 minutes 34 seconds East 50.10 feet;  thence
South  00 degrees 03 minutes 17 seconds West 191.87 feet  to  the
point  of curvature of a non-tangent curve concave Northeasterly,
having  a radius of 39.99 feet and a central angle of 78  degrees
11 minutes 50 seconds; thence Southeasterly on said curve, an arc
distance of 54.58 feet (said arc being subtended by a chord which
bears South 49 degrees 30 minutes 04 seconds East 50.44 feet)  to
a non-tangent line; thence South 89 degrees 58 minutes 36 seconds
East  206.33  feet to the East line of said land described  in  a
deed to Venture Stores, Incorporated, recorded in Instrument  No.
92-37757 in the Office of the Recorder of Marion County, Indiana;
thence  on the East line of said land South 00 degrees 00 minutes
50 seconds East 31.00 feet; thence North 89 degrees 58 minutes 36
seconds  West 294.74 feet; thence North 00 degrees 03 minutes  17
seconds West 267.57 feet to said right-of-way line and the  POINT
OF BEGINNING.

PARCEL 3:

A  non-exclusive easement for ingress and egress as set out in an
agreement recorded April 1, 1992, as Instrument No. 92-37761,  in
the Office of the Recorder of Marion County, Indiana.

PARCEL 4:

Non-exclusive  easements  as  set out  in  that  certain  Outlot,
Construction,  Operation,  Maintenance  and  Reciprocal  Easement
Agreement  recorded  September 27, 1996, as  Instrument  No.  96-
134926, in the Office of the Recorder of Marion County, Indiana.



FISHERS

PARCEL 1:

Out Lot "D" of the Replat of Lots 1 and 2 of the Replat of Block
"L" in North By Northeast Business Park - Section One, as per
replat thereof, recorded as Instrument No 95-58716, in Plat
Cabinet No. 1, Slide No. 619, in the Office of the Recorder of
Hamilton County, Indiana.

PARCEL 2:

A non-exclusive easement for access as set forth and described in
Access Easement, recorded November 8,1995 as Instrument No. 95-
60012 in the Office of the Recorder of Hamilton County, Indiana.

PARCEL 3:

Non-exclusive easements for access, utilities and drainage as
created in a Declaration of Covenants And Restrictions For North
By Northeast Business Park recorded May 30, 1989 as Instrument
No. 89-10815, as amended by First Amendment recorded July 23,1997
as Instrument No. 97-29691 as modified by the Modification
recorded September 10, 1997 as Instrument No. 97-37871 in the
Office of the Recorder of Hamilton County, Indiana.