PURCHASE AGREEMENT


This  AGREEMENT,  entered into effective as of  the  3rd  day  of
March, 2008 (the "Effective Date").

l.    PARTIES.  Seller is AEI Income & Growth  Fund  XXI  Limited
Partnership  which  owns an undivided 100% interest  in  the  fee
simple  title to that certain real property legally described  in
the  attached Exhibit "A" as Parcel 1 and AEI Net Lease Income  &
Growth Fund XIX Limited Partnership which owns an undivided  100%
interest  in  the fee simple title to that certain real  property
legally described in the attached Exhibit "A" Parcel 2. Buyer  is
Healthfirst Real Estate III LP and/or its assigns. Seller  wishes
to sell and Buyer wishes to buy the Property.  The closing of the
purchase  of Parcel 1 and Parcel 2 by Buyer must be simultaneous.
Buyer must purchase both Parcels and neither Parcel.

2.    PROPERTY.  The  Property  to  be  sold  to  Buyer  in  this
transaction  consists  of  an  undivided  100%  interest  in  the
property  located  at  7603 San Dario Avenue,  Laredo,  TX  78045
("Parcel  1")  and  an undivided 100% interest  in  the  property
located  at 2600 North Expressway, Brownsville, TX 78526  (Parcel
2"). Seller owns no interest in any personalty in connection with
the Property.

3.   PURCHASE PRICE. The purchase price for this 100% interest in
Parcel 1 shall be $3,085,833 and the purchase price for this 100%
interest  in  Parcel 2 shall be $2,747,667 for a  total  purchase
price for the Property of $5,833,500,000 all cash.

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

(A). When this agreement is executed, Buyer will pay $100,000  to
Seller  (which  shall be deposited into escrow according  to  the
terms  hereof) (the "First Payment"). The First Payment  will  be
credited against the purchase price when and if escrow closes and
the sale is completed.

(B).  Buyer  will  deposit the balance  of  the  purchase  price,
$5,733,500  (the Second Payment") into escrow in sufficient  time
to allow escrow to close on the closing date.

5.    CLOSING DATE. Closing shall occur within Thirty  (30)  days
after  expiration of the Due Diligence Period (but  in  no  event
later than Sixty (60) days from the Effective Date).

6.    DUE  DILIGENCE. Buyer will have Thirty (30) days commencing
on  the date that Buyer receives notice that the rights of  first
refusal  and the restrictions on transfer have been waived.  (the
"Review  Period")  to  conduct all of  its  inspections  and  due
diligence  and  satisfy itself regarding the  Property  and  this
transaction.  Buyer agrees to indemnify and hold Seller  harmless
for any loss or damage to the Property or persons caused by Buyer
or  its  agents arising out of such physical inspections  of  the
Property  and this indemnity shall survive closing or termination
of this agreement.  Within ten days of the Effective Date of this
Agreement,  Seller shall provide (except as explained  below,  in
Item A):

A.    One  copy  of a title insurance commitment for  an  Owner's
Title insurance policy (see paragraph 8 below), to be ordered  by
Buyer  immediately upon both parties hereto having executed  this
agreement.

B.     Current   Financial  Information  on  the  Tenant(s)/Lease
Guarantor(s) as may be in Seller's possession.

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

D.    A  copy  of an "as built" survey of the Property  completed
concurrent   with  Seller's  acquisition  of  the  Property,   if
available in Seller's possession.

E.    A copy of any Phase I Environmental Report on the Property,
if available in Seller's possession.

F.    Lease,  and  any  amendments or modifications  thereto  (as
further  set  forth  in paragraph 11(A) below)  of  the  Property
showing   occupancy  date,  lease  expiration  date,  rent,   and
Guarantees,   if  any,  accompanied  by  such  tenant   financial
statements as may have been provided most recently to  Seller  by
the Tenant and/or Guarantors.

G.   Sales Reports or Profit & Loss Statements on the unit if and
as may be in Seller's possession.

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

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

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

7.    ESCROW. Escrow shall be opened by Buyer and the funds  will
be  deposited in escrow upon acceptance of this Agreement by both
parties. The escrow holder will be a nationally-recognized  title
company  selected  by  Buyer. A copy of this  Agreement  will  be
delivered  to  the  escrow  holder  and  will  serve  as   escrow
instructions   together   with  the  escrow   holder's   standard
instructions  and  any additional instructions  required  by  the
escrow  holder to clarify its rights and duties (and the  parties
agree  to  sign these additional instructions). If there  is  any
conflict  between  these other instructions and  this  Agreement,
this Agreement will control.

8.    TITLE. Closing will be conditioned on the agreement of  the
national  title  company selected by Buyer, to issue  an  Owner's
policy of title insurance, dated as of the close of escrow, in an
amount equal to the purchase price, insuring that Buyer will  own
insurable  title  to  the Property subject  only  to:  the  title
company's  standard exceptions; current real property  taxes  and
assessments;  survey  exceptions;  the  rights  of   parties   in
possession pursuant to the lease defined in paragraph  11  below;
all  matters of public record; and other items disclosed to Buyer
during the Review Period.

Buyer  shall be allowed five (5) business days after  receipt  of
said  commitment for examination and the making of any objections
to  marketability thereto, said objections to be made in  writing
or  deemed waived. If any objections are so made, Seller shall be
allowed  sixty  (60) days to cure such objections and  make  such
title  marketable or, in the alternative, to obtain a  commitment
for  insurable title insuring over Buyer's objections. If  Seller
shall  decide to make no efforts to make title marketable, or  is
unable to make title marketable or obtain insurable title, (after
execution  by  Buyer  of such documents reasonably  requested  by
Seller  to evidence the termination hereof) Buyer's First Payment
will be returned and this Agreement shall be null and void and of
no  further force and effect. Seller has no obligation  to  spend
any  funds  or make any effort to satisfy Buyer's objections,  if
any.

Pending   satisfaction  of  Buyer's  objections,   the   payments
hereunder  required shall be postponed, but upon satisfaction  of
Buyer's objections and within ten (10) days after written  notice
to  the  Buyer of satisfaction of Buyer's objections, the parties
shall perform this Agreement according to its terms.

9.CLOSING COSTS. Seller will pay 1/2 the escrow fee and 1/2 of the
recording   fees.  If  Buyer  shall  decide  to  purchase   title
insurance, then Seller will pay the cost of obtaining a  Standard
Owners  Title Insurance Policy in the full amount of the purchase
price. Buyer will pay 1/2 the escrow fee, 1/2 of the recording fee,
the cost of an update to the Survey in Sellers possession (if  an
update  is  required by Buyer) and the cost of updating  any  due
diligence  provided  by Seller, if Buyer  requires  the  same  be
updated.   Seller will pay, at closing, a 4% brokerage commission
to   be   shared  between  Blackburn  Properties  c/o  Commercial
Investment Advisors and Michael Berkowitz of Kim Martin  Company,
Inc.,  pursuant to Seller's separate written agreement with these
brokers. Except as set forth above, both parties represent to the
other  that they have not been represented by a broker, and agree
to hold the other harmless from any claim of brokerage commission
by, through, or as a result of representation of the other party.
Each party will pay its own attorney's fees and costs to document
and close this transaction.

10.  REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

(A).       Because  the Property is subject to a  net  lease  (as
further set forth in paragraph 11(A)(1)), the parties acknowledge
that  there  shall  be no need for a real estate  tax  proration.
However,   Seller  warrants  that  all  real  estate  taxes   and
installments of special assessments due and payable in all  years
prior to the year of Closing have been paid in full. Unpaid  real
estate  taxes  and unpaid levied and pending special  assessments
existing  on  the date of Closing shall be the responsibility  of
Buyer,  pro-rated, however, to the date of closing for the period
prior to closing, which shall be the responsibility of Seller  if
Tenant shall not pay the same. Buyer shall likewise pay all taxes
due  and  payable  in  the  year after  Closing  and  any  unpaid
installments   of  special  assessments  payable  therewith   and
thereafter, if such unpaid levied and pending special assessments
and real estate taxes are not paid by any tenant of the Property.

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

11.  SELLER'S REPRESENTATION AND AGREEMENTS.

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

1.    Except for the Lease and amendments listed on Exhibit  "B",
Seller is not aware of any leases of the Property.

2.    As  to  Parcel 1, Seller has signed a Landlord's  Agreement
Regarding  Equipment,  dated  12/22/2003,  recognizing  that  the
equipment  in the property is to be considered personal  property
and  is  not  owned by the Landlord. As to Parcel 2,  Seller  has
signed   a   Landlord's  Agreement  Regarding  Equipment,   dated
12/22/2003, recognizing that the equipment in the property is  to
be considered personal property and is not owned by the Landlord.

3.     Seller   is  not  aware  of  any  pending  litigation   or
condemnation  proceedings  against  the  Property   or   Seller's
interest in the Property.

4.    The  Lease contains a Right of First Refusal to the benefit
of  the  Lessee  for  the duration of the  Lease,  including  any
renewal terms. Seller's obligations hereunder are contingent upon
Seller  successfully obtaining Lessee's waiver of such  right  of
first refusal with respect to this transaction.  Seller agrees to
request such a waiver of right of first refusal within three  (3)
business  days  of  the Effective Date hereof, and  shall  notify
Buyer  upon  receipt of Lessee's waiver or notice of exercise  of
said  right  of first refusal. As to Parcel 1, the Operating  and
Easement  Agreement  dated 9/17/1991,  as  amended,  may  contain
restrictions   on  transfer.  As  to  Parcel  2,  the   Outparcel
Restrictions   dated   6/30/1999,   as   amended,   may   contain
restrictions  on  transfer.  Seller's obligations  hereunder  are
contingent  upon Seller successfully obtaining a waiver  of  such
restrictions, if any.


5.    Except as previously disclosed to Buyer and as permitted in
paragraph (b) below, Seller is not aware of any contracts  Seller
has  executed  that would be binding on Buyer after  the  closing
date,  except, as to Parcel 1, such restrictions on  transfer  or
other covenants as contained in matters of record, including, but
not  limited  to,  the  Operating and  Easement  Agreement  dated
9/17/1991  by  and  between Dayton Hudson Corporation  and  Codam
Investments and Del Mar Investments Group, as amended and  except
as  to Parcel 2, such restrictions on transfer or other covenants
as contained in matters of record, including, but not limited to,
the  Outparcel Restrictions dated 6/30/1999, as amended, made  by
Brownsville  Sunrise Developers, L.P., together with the  consent
of Brinker Texas, LP and FFCA Acquisition Corp.

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


12.  DISCLOSURES.

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

(B).  Seller  has  not  received any  notice  that  the  use  and
operation  of  the  Property  is  not  in  full  compliance  with
applicable  building codes, safety, fire, zoning,  and  land  use
laws,  and  other  applicable  local,  state  and  federal  laws,
ordinances, regulations and requirements. If Seller shall receive
any  such notice prior to Closing, Seller will inform Buyer prior
to  Closing, and Buyer may terminate this agreement and the First
Payment will be returned.

(C).  Seller has not received any notice that the Property is  in
violation  of  any  federal, state or local  law,  ordinance,  or
regulations  relating to industrial hygiene or the  environmental
conditions on, under, or about the Property, including,  but  not
limited  to,  soil, and groundwater conditions. To  the  best  of
Seller's  knowledge, there is no proceeding  or  inquiry  by  any
governmental authority with respect to the presence of  Hazardous
Materials on the Property or the migration of Hazardous Materials
from or to other property. Buyer agrees that Seller will have  no
liability of any type to Buyer or Buyer's successors, assigns, or
affiliates in connection with any Hazardous Materials  on  or  in
connection  with the Property either before or after the  Closing
Date,  except  such Hazardous Materials on or in connection  with
the  Property  arising  out  of  Seller's  gross  negligence   or
intentional misconduct. If Seller shall receive any notice to the
contrary  prior  to Closing, Seller will inform  Buyer  prior  to
Closing,  and  Buyer may terminate this agreement and  the  First
Payment will be returned.

(D). BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY IN ITS
PRESENT  CONDITION,  "AS  IS,    WHERE IS",  AND  SELLER  HAS  NO
OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS THEREON OR TO
PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY
PROVIDED HEREIN.

(E).  BUYER  ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE OPPORTUNITY
TO INSPECT THE PROPERTY AND SUCH FINANCIAL INFORMATION CONCERNING
THE  LESSEE  AND  ANY GUARANTORS OF THE LEASE  AS  BUYER  OR  ITS
ADVISORS  SHALL  REQUEST  AND AS MAY BE IN  SELLER'S  POSSESSION,
BUYER  IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY
AND  NOT ON ANY REPRESENTATIONS OR INFORMATION PROVIDED BY SELLER
OR  TO  BE PROVIDED BY SELLER, EXCEPT AS SET FORTH HEREIN.  BUYER
FURTHER  ACKNOWLEDGES THAT THE INFORMATION  PROVIDED,  OR  TO  BE
PROVIDED,  BY  SELLER WITH RESPECT TO THE PROPERTY, THE  PROPERTY
AND  TO THE LESSEE AND ANY GUARANTORS OF LEASE, WAS OBTAINED FROM
A  VARIETY  OF  SOURCES AND SELLER HAS NOT (A)  MADE  INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION, AND (B)  MAKES
NO  REPRESENTATIONS  AS TO THE ACCURACY OR COMPLETENESS  OF  SUCH
INFORMATION, EXCEPT AS HEREIN SET FORTH. THE SALE OF THE PROPERTY
AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS - WHERE IS" BASIS AND
BUYER  EXPRESSLY  ACKNOWLEDGES  THAT,  IN  CONSIDERATION  OF  THE
AGREEMENTS OF SELLER HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN
IN  PARAGRAPH 11(A) AND (B) ABOVE AND THIS PARAGRAPH  12,  SELLER
MAKES  NO  WARRANTY  OR REPRESENTATION, EXPRESS  OR  IMPLIED,  OR
ARISING  BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO,  ANY
WARRANTY  OF  CONDITION,  HABITABILITY,  SUITABILITY  FOR  LEASE,
SUITABILITY FOR COMMERCIAL PURPOSES, MERCHANTABILITY, OR  FITNESS
FOR  A  PARTICULAR  PURPOSE, IN RESPECT OF THE  PROPERTY.  SELLER
MAKES  NO  REPRESENTATIONS  OF ANY SORT  THAT  OWNERSHIP  OF  THE
PROPERTY WILL RESULT IN A PROFIT TO ANY BUYER.

(G)   BUYER  ACKNOWLEDGES THAT SELLER CANNOT, AND DOES NOT,  MAKE
ANY REPRESENTATION AS TO (A) THE SUCCESS, OR LACK THEREOF, OF THE
PROPERTY, (B) THE LESSEE AND ANY GUARANTORS OF THE LEASE OR THEIR
ABILITY   TO  FULFILL  THEIR  LEASE  OBLIGATIONS,  OR   (C)   THE
APPROPRIATENESS  OF  PURCHASING  THE  PROPERTY  FOR  THE  BUYER'S
INDIVIDUAL  TAX  OR  FINANCIAL  SITUATION  OR  TAX  OR  FINANCIAL
OBJECTIVES.  BUYER ACKNOWLEDGES THAT HE OR SHE IS RELYING  SOLELY
UPON  HIS  OR HER OWN EXAMINATION OF THE PROPERTY AND  ALL  FACTS
SURROUNDING THE PURCHASE OF THE PROPERTY INCLUDING THE MERITS AND
RISKS INVOLVED THEREIN.

The provisions (D) - (G) above shall survive Closing.

13.  CLOSING.

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

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

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

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

If  Seller  shall  default, Seller will forfeit  all  rights  and
claims and Buyer will be relieved of all obligations and will  be
entitled  to  the  return of its Earnest Money,  which  shall  be
promptly  returned to Buyer. In addition, Buyer shall retain  all
remedies available to Buyer at law or in equity.

15.  BUYER'S REPRESENTATIONS AND WARRANTIES.

(A). Buyer represents and warrants to Seller as follows:

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

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

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

16.  DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

(A).  If,  prior to closing, the Property or any part thereof  be
destroyed or further damaged by fire, the elements, or any cause,
due  to events occurring subsequent to the date of this Agreement
to  the  extent that the cost of repair exceeds $10,000.00,  this
Agreement   shall  become  null  and  void,  at  Buyer's   option
exercised, if at all, by written notice to Seller within ten (10)
days  after Buyer has received written notice from Seller of said
destruction or damage. Seller, however, shall have the  right  to
adjust or settle any insured loss until (i) all contingencies set
forth  in Paragraph 6 hereof have been satisfied, or waived;  and
(ii)  any  ten-day period provided for above in this Subparagraph
16A for Buyer to elect to terminate this Agreement has expired or
Buyer  has, by written notice to Seller, waived Buyer's right  to
terminate  this  Agreement. If Buyer elects  to  proceed  and  to
consummate the purchase despite said damage or destruction, there
shall be no reduction in or abatement of the purchase price,  and
Seller  shall  assign  to Buyer the Seller's  right,  title,  and
interest  in and to all insurance proceeds (pro-rata in  relation
to the Property) resulting from said damage or destruction to the
extent  that the same are payable with respect to damage  to  the
Property, subject to rights of any Tenant of the Property.

If  the  cost  of  repair is less than $10,000.00,  Seller  shall
credit  Buyer  for the cost of the repairs. Buyer shall  then  be
obligated to otherwise perform hereunder.

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

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

17.  1031 EXCHANGE.

If  Buyer is purchasing the Property as "replacement property" to
for  purposes  of  a  tax free exchange, Buyer acknowledges  that
Seller has made no representations, warranties, or agreements  to
Buyer or Buyer's agents that the transaction contemplated by  the
Agreement will qualify for such tax treatment, nor has there been
any  reliance  thereon  by  Buyer respecting  the  legal  or  tax
implications  of  the  transactions  contemplated  hereby.  Buyer
further  represents  that it has sought and obtained  such  third
party advice and counsel as it deems necessary in regards to  the
tax implications of this transaction.

Buyer  wishes to novate/assign the ownership rights and  interest
of  this  Purchase Agreement to a third party  who  will  act  as
Accommodator  to  perfect  the  1031  exchange  by  preparing  an
agreement of exchange of Real Property whereby such party will be
an  independent third party purchasing the ownership interest  in
subject  property from Seller and selling the ownership  interest
in  subject property to Buyer under the same terms and conditions
as  documented in this Purchase Agreement. Buyer asks the Seller,
and  Seller  agrees  to cooperate in the perfection  of  such  an
exchange  if at no additional cost or expense to Seller or  delay
in  time. Buyer hereby indemnifies and holds Seller harmless from
any  claims and/or actions resulting from said exchange. Pursuant
to  the direction of the designated third party, Seller will deed
the property to Buyer.

18.  CANCELLATION

If any party elects to cancel this Contract because of any breach
by  another party or because escrow fails to close by the  agreed
date,  the party electing to cancel shall deliver to escrow agent
a  notice  containing  the address of the  party  in  breach  and
stating  that this Contract shall be cancelled unless the  breach
is  cured within 10 days following the delivery of the notice  to
the escrow agent. Within three days after receipt of such notice,
the escrow agent shall send it by United States Mail to the party
in  breach at the address contained in the Notice and no  further
notice  shall be required. If the breach is not cured within  the
10 days following the delivery of the notice to the escrow agent,
this Contract shall be cancelled.

19.  MISCELLANEOUS.

(A).  This  Agreement  may be amended only by  written  agreement
signed  by  both  Seller and Buyer and all  waivers  must  be  in
writing  and signed by the waiving party. Time is of the essence.
This  Agreement  will not be construed for  or  against  a  party
whether or not that party has drafted this Agreement. If there is
any  action  or proceeding between the parties relating  to  this
Agreement  the  prevailing  party will  be  entitled  to  recover
attorney's  fees  and  costs.  This is  an  integrated  agreement
containing  all agreements of the parties about the Property  and
the   other  matters  described  and  it  supersedes  any   other
agreements or understandings. Exhibits attached to this Agreement
are incorporated into this Agreement.

(B). If this escrow has not closed by the Closing Date through no
fault  of Seller, Seller may, at its election, extend the closing
date  or  exercise any remedy available to it by  law,  including
terminating this Agreement.

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

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

IF TO SELLER:

AEI Fund Management XXI, Inc.
AEI Fund Management XIX, Inc.
Attn: Marni Nygard
1300 Wells Fargo Place
30 East Seventh Street
St. Paul, MN  55101

IF TO BUYER:

Healthfirst Real Estate III LP
Healthfirst Real Estate III LP
Attn: Steve Hardee
4504 Boat Club Road, Suite 800
Fort Worth, TX 76135
hardeesteve@hotmail.com


When  accepted, this offer will be a binding agreement for  valid
and  sufficient consideration which will bind and benefit  Buyer,
Seller  and  their  respective successors and assigns.  Buyer  is
submitting  this  offer  by signing a  copy  of  this  offer  and
delivering  it to Seller. Seller has one (1) business  days  from
receipt within which to accept this offer.

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

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



BUYER:

Healthfirst Real Estate III LP

By: /s/ Steve Hardee
        Steve Hardee









SELLER:

[As to Parcel 1 Only]
AEI Income & Growth Fund XXI Limited Partnership
By AEI Fund Management XXI, Inc., Its Managing Member


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


[As to Parcel 2 Only]
AEI Income & Growth Fund XIX Limited Partnership
By AEI Fund Management XIX, Inc., Its Managing Member


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








                            Exhibit A

                        Legal Description

Parcel 1:
TRACT I:

Situated in Webb County, Texas, and being THE SURFACE ONLY of Lot
8A, Block 1, North Creek Plaza Phase 2, as per Replat recorded in
Volume  18,  Page 78, Webb County Plat Records; more particularly
described as follows:

Being  a  tract  of  land that is caluculated to  contain  1.2786
acres,  more or less, in the City of Laredo, Webb County,  Texas,
this  1.2786 acre tract id identified as Lot 8A, block 1, as  per
the  Replat of Lt 8, Block 1, North Creek Plaza Phase 2  that  is
recorded  in  Volume  13, Page 24 of the  Plat  Records  of  Webb
County, Texas, and Lot 9A, Block 1, North Creek Plaza Phase 2  as
per  the Replat of Lots 9A, 9B, 9C and 11A, Block 1, North  Creek
Plaza  Phase 2 into Lot 8A and Lot 9D, Block 1, North Creek Plaza
Phase  2  which  is recorded in Volume 18, Page 78  of  the  Plat
Records  of  Webb County, Texas, this 1.2786 acre tract  is  more
particularly described by metes and bounds as follows, to-wit

BEGINNING  at an "X" mark that was found in concrete sidewalk  on
the  easterly  right-of-way  line of  Interstate  Highway  No  55
(variable  right-of-way width, minimum width =  400  feet),  this
being  a southwesterly exterior corner of Lot 9F, Block 1,  North
Creek  Plaza Phase 2 as per the Replat that is recorded in Volume
19,  Page 40 of the Plat Records of Webb County Texas, this being
the northwest corner of the aforementioned Lot 8A, Block 1, North
Creek Plaza Phase 2 and the northwest corner of this 1.2786  acre
tract:

THENCE  North 89 57' 02" East, 245.77 Feet with a southerly  line
of  Lot 9F, Block 1, North Creek Plaza Phase 2, the north line of
Lot  8A  and north line hereof, to a 1/2 inch diameter  iron  rod
that  was  set to replace a bent 1/2 inch diameter iron rod  that
was  found  at  an interior corner of said Lot 9F, the  northeast
corner of the aforementioned Lot 8A and the north east corner  of
this tract;

THENCE South 00 02' 58" East, 222.48 Feet with a westerly line of
said  Lot 9F and east line of said Lot 8A, the east line  hereof,
to  a  1/2 inch diameter iron rod that was set to replace a  bent
1/2  inch diameter iron rod that was found at an interior  corner
of said Lot 9F the southeast corner of the aforementioned Lot 8A,
and the southeast corner of this tract;

THENCE south 89 57' 02" West with a north line of said Lot 9F and
south  line of said Lot 8A, passing at 59.58 Feet a northwesterly
exterior corner of said Lot 9F and the northeast corner of Lot 7,
Block  1, North Creek Plaza Phase 2 as shown on the plat that  is
recorded  in  Volume  13, Page 24 of the  Plat  Records  of  Webb
County, Texas, and continuing on with the north line of said  Lot
7  and  south  line of said lot 8A, the south line hereof  254.91
feet  in  all to a 1/2 inch diameter iron rod that found  on  the
easterly right-of-way line of Interstate Highway No. 55  for  the
northwest corner of said Lot 7 the southwest corner of  said  Lot
8A and the southwest corner of this tract:

THENCE North 02 18' 09" East, 222.67 Feet with the easterly right-
of-way line of Interstate Highway No. 55 and the westerly line of
said  Lot  8A, the westerly line hereof to the PLACE OF BEGINNING
and containing 1.2786 acres of land, more or less.

TRACT I-A (EASEMENT)

Together  with  and subject to Easement Estates created  by  that
certain  Operation and Easement Agreement that is dated September
17,  1991, executed by and between Dayton Hudson Corporation  and
Codam  Investments  and  Del  Mar  Investments  Group,  Agreement
effective   as  of  August  7,  1992  executed  by  and   between
Albertson's  Inc.,  Dayton Hudson Corporation, Codam  Investments
and Del Mar Investment Group, recorded in Volume 51, Page 225-278
Official Public Records Webb County Texas, recorded in Volume 51,
Page  279-538  Official  Public Records  of  Webb  County  Texas,
recorded  in Volume 51, Page 559-599, Official Public Records  of
Webb County, Texas, 2nd Amendment recorded in volume 149, Page 46-
540,  Official Public Records of Webb County, Texas 3rd Amendment
recorded in Volume 701, Page 615-619, Official Public Records  of
Webb County, Texas 4th Amendment recorded in Volume 750, Page 676-
697 Official Public Records of Webb County Texas.

TRACT II-B (EASEMENT)

Together with and subject to a nonexclusive easement for  ingress
and  egress  over  and  upon the Grantor's  parcel  described  on
Exhibit  "C"  of Easement for ingress and Egress dated  September
17,   1991,  executed  by  Dayton  Hudson  Corporation  to  Codam
Investments and recorded in Volume 1509, Page 64-76  of  the  Rea
Property  Records  of Webb County, Texas, Amended  in  instrument
dated  August 7, 1992 and recorded in Volume 51, Page 207-211  of
the Official Public Records of Webb County, Texas, and Volume 55,
Pages  4775-479  of the Official Public Records of  Webb  County,
Texas

TRACT III-C (EASEMENT)

Together  with  and  subject  to  a  non-exclusive  easement  for
vehicular  and pedestrian ingress and egress over and across  the
Easement  Parcels described in Easement Agreement  dated  January
29,  19999, executed by and between NCG Phase II, Ltd  and  North
Creek  Group,  Ltd and Kona Restaurant Group, Inc.,  recorded  in
Volume  750, Page 725-754 of the Official Public Records of  Webb
County,  Texas which survey correctly shows the location  of  all
buildings, structures and improvements on said described Tract I,
that   there   are   no  visible  encroachments  onto   adjoining
properties, streets, alleys, easements or set back line by any of
said  buildings structures or other elements; that there  are  no
recorded  or visible rights of way or easements on said described
Parcel  except as shown on said survey, that there are  no  party
walls  or  visible  encroachments on  said  described  Parcel  by
buildings, structures or other improvements situated on adjoining
property  except  as shown on said map or survey,  and  that  the
described Parcel has direct access to a publicly dedicated right-
of-way  through existing easements as are shown on said  play  or
survey.

This  in  the  same  tract  of land that  was  conveyed  to  FFCA
Acquisition  Corporations,  a  Delaware  Corporation,   by   Kona
Restaurant Group In., by that certain Special Warranty Deed dated
may 27, 19999 and that is recorded in Volume 785, Page 777-782 of
the Official Public Records of Webb County, Texas

Parcel 2

Being  Lot 1, Block 1, SUNRISE COMMONS NO.2 SUBDIVISION, City  of
Brownsville, Cameron County, Texas, according to the map  thereof
recorded in Cabinet 1 Slot 1723-B, Map Records of Cameron County,
Texas.   Together with a perpetual non-exclusive access  easement
over and across Lots 2, 3, 4, and 5, Block 1, SUNRISE COMMONS  NO
2  SUBDIVISION, as shown on the plat of said subdivision  and  as
contained in the Declaration of Easements and Restrictions  dated
April  21,  1999,  recorded in Volume 5547,  Page  196,  Official
Records of Cameron County, Texas.






                            Exhibit B


Parcel 1:

1.   Net Lease Agreement between Fund XXI Limited Partnership and
     Kona Restaurant Group, Inc., dated      12/30/2003

2.   Memorandum of Lease dated 12/30/2003

3.   Guarantee of Lease by Fired Up, Inc.

Parcel 2:

1.   Net Lease Agreement between Fund XIX Limited Partnership and
     Kona Restaurant Group, Inc., dated      12/30/2003

2.   Memorandum of Lease dated 12/30/2003

3.   Guarantee of Lease by Fired Up, Inc., dated 12/30/2003