ASSIGNMENT
                               OF
                       PURCHASE AGREEMENT

     THIS ASSIGNMENT made and entered into this 16 day of August,
2004,  by  and  between AEI FUND MANAGEMENT,  INC.,  a  Minnesota
corporation,  ("Assignor")  and AEI  INCOME  &  GROWTH  FUND  XXI
LIMITED  PARTNERSHIP,  a Minnesota limited partnership,  and  AEI
ACCREDITED  INVESTOR FUND 2002 LIMITED PARTNERSHIP,  a  Minnesota
limited  partnership (as tenants in common, together collectively
referred to as "Assignee");

     WITNESSETH, that:

      WHEREAS,  on the 18th day of March, 2004, Assignor  entered
into  a  Purchase  Agreement ("the Agreement") for  that  certain
property located at 121 Herkimer Road, Utica, New York, and  more
particularly   described  in  Exhibit  A  attached   hereto   and
incorporated herein (the "Property") with Herkimer Rd.  &  Euclid
Rd.  Development, LLC, a New York limited liability company   (as
"Seller"); and

      WHEREAS, Assignor desires to assign to AEI Income &  Growth
Fund XXI, an undivided forty percent (40.0%) interest as a tenant
in   common;  and  AEI  Accredited  Investor  Fund  2002  Limited
Partnership,  an undivided sixty percent (60.0%)  interest  as  a
tenant  in common, of its rights, title and interest in,  to  and
under the Agreement as hereinafter provided;

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

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

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


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

ASSIGNOR:

AEI FUND MANAGEMENT, INC.


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


ASSIGNEE:

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

BY: AEI FUND MANAGEMENT XXI, INC.,
     a Minnesota corporation, its General Partner

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

AEI ACCREDITED INVESTOR FUND 2002
LIMITED PARTNERSHIP,
a Delaware corporation

BY: AEI FUND MANAGEMENT XVIII, INC.,
     a Minnesota corporation, its General Partner


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



                            EXHIBIT A

                        Legal description


      All  That Tract or Parcel of Land, situate in the  City  of
Utica,  County  of  Oneida, and State of  New  York,  being  more
particularly bounded and described as follows:

     Beginning at a point on the easterly street line of Northern
Road at its intersection with the division line between the lands
now  or  formerly of Quad Group Developers, Inc. as described  in
Liber 2774 of Deeds at Page 326 on the North and the lands now or
formerly of Daniel F. and Mariam S. Colino as described in  Liber
2062  of  Deeds at Page 11 on the South, said point  being  North
42 51'00" East a distance of 116.33 feet along the said  line  of
Northern  Road  from its intersection with the  northerly  street
line of Herkimer Road; thence North 42 51'00" East along the said
line  of  Northern Road, a distance of 297.84 feet  to  a  point;
thence South 47 13'00" East through the lands of said Quad  Group
Developers,  Inc. a distance of 300.19 feet to  a  point  on  the
westerly street line of Euclid Road; thence South 42 48'00"  West
along the said line of Euclid Road, a distance of 392.32 feet  to
a  point  on  the  said northerly street line of  Herkimer  Road;
thence  North 51 22'28" West along said line of Herkimer Road,  a
distance  of 200.57 feet to a point on the division line  between
the  lands  now or formerly of Daniel F. and Mariam S. Colino  as
described in Liber 2062 of Deeds at Page 13 on the West  and  the
lands  now or formerly of Michael J. Ritter as described in Liber
2797 of Deeds at Page 28 on the East; thence North 39 57'51" East
along said division line, a distance of 116.05 feet to a point on
the   division  line  between  the  said  lands  of  Quad   Group
Developers,  Inc.  on  the North and the  said  lands  of  Colino
(2061/13); thence North 51 19'00" West along said division  line,
a  distance of 51.30 feet to a point on the division line between
the  said  lands of Quad Group Developers, Inc. on the North  and
the  said  lands of Colino (2062/11) on the south;  thence  North
51 27'00" West along said division line, a distance of 43.62 feet
to the point of beginning.





                                IMANAGE:2099697_2 (3-15-04) 10:53

                   PURCHASE AND SALE AGREEMENT

     This  Purchase  and  Sale Agreement  (this  "AGREEMENT")  is
entered into as of this 18th day of March, 2004, between HERKIMER
RD.  &  EUCLID RD. DEVELOPMENT, LLC, a New York limited liability
company  ("SELLER"), and AEI FUND MANAGEMENT, INC.,  a  Minnesota
corporation  ("BUYER").  The date on which the last party  hereto
executes  this  Agreement  is  hereafter  referred  to   as   the
"EFFECTIVE DATE".

     In  consideration of the mutual covenants set  forth  herein
and  in  consideration of the earnest money deposit herein called
for, the parties agree as follows:

     Section 1. SALE AND PURCHASE. Seller shall sell, convey, and
assign to Buyer, and Buyer shall purchase, assume and accept from
Seller, for the Purchase Price (hereinafter defined) and  on  and
subject  to  the  terms  and conditions  herein  set  forth,  the
following:

          (a) the tract or parcel of land comprised of approximately
2.52 acres and located at the northeast corner of the intersection
of Herkimer Road and Euclid Road, City of Utica, County of Oneida,
New  York, and more particularly described in EXHIBIT A   attached
hereto,  together  with  all  rights  and  interests   appurtenant
thereto, including all of Seller's right, title,  and interest  in
and  to adjacent streets, alleys, rights-of-way,  and any adjacent
strips  and  gores of real estate  (the "LAND"); all  improvements
located  on  the Land, including  that certain one-story  building
which   consists   of  approximately  13,824  square   feet   (the
"IMPROVEMENTS");    and   all  rights,   titles,   and   interests
appurtenant to the Land and Improvements;

          (b)  all  of  Seller's  interest  in  and   rights   and
obligations under the Lease dated January 27, 2004, by and between
Seller  and Eckerd  Corporation (the "TENANT"), providing  for the
use and occupancy of the improvements and Land (the "LEASE");  and
all rents prepaid for any period subsequent to  the  Closing  Date
(defined below); and

          (c)  to  the  extent  assignable  by  Seller   and   not
previously assigned to Tenant as required under the  Lease, all of
the following, if any,  relating  solely  to  the  Land   and  the
Improvements; (1) warranties, guaranties, indemnities, and  claims
(all  subject to Seller's reservation of its rights with   respect
to  claims  thereunder  which arise from facts  or   circumstances
existing  prior  to the Closing Date or during  any   period  when
Seller  remains  liable to Tenant or Buyer with   respect  to  the
Property),   (2)   plans,   drawings,   specifications,   surveys,
engineering  reports,  and other technical  information,  and  (3)
other  property  (real, personal, or any  other) relating  to  the
leasing,   maintenance,  service,  or   operation  of  the   Land,
Improvements,  or  the Lease (such  assignment to  be  subject  to
Seller's  reservation  of  its   rights  with  respect  to  claims
thereunder which arise from  facts or circumstances existing prior
to  the  Closing  Date or  during any period when  Seller  remains
liable to Tenant or Buyer with respect to the Property).

The   above-listed  items  are  herein  collectively  called  the
"PROPERTY".   All  of the Property shall be sold,  conveyed,  and
assigned  to Buyer at Closing (defined below) free and  clear  of
all  liens except for the lien of real property taxes not yet due
and  payable, and subject to the Permitted Encumbrances  (defined
below).

     Section 2.     PURCHASE AND SALE.  Seller agrees to sell  to
Buyer,  and  Buyer agrees to purchase from Seller,  the  Property
upon the terms and conditions set forth in this Agreement.

     Section 3.    PURCHASE PRICE.  The Purchase Price ("PURCHASE
PRICE") for the Property shall be $4,547,000 (computed based upon
a  8.23% capitalization of the current annual rent) to be paid in
cash  or  cash equivalent as set forth in Section 9,  subject  to
adjustment thereof pursuant to Section 9(e) hereof.

     Section 4. EARNEST MONEY. Within two (2) business days after
the  Effective Date, Buyer shall deliver to the party  designated
by Seller at the address to be supplied by Seller, at Ticor Title
Insurance Company, Syracuse, NY ("Title Company") a check or wire
transfer in the amount of $50,000.00 (the "Earnest Money"), which
the Title Company shall immediately deposit for collection in  an
interest bearing account or accounts bearing interest at not less
than  the  daily passbook rate.  If for any reason this Agreement
is  terminated prior to the expiration of the Inspection  Period,
then the Earnest Money and any interest accrued thereon shall  be
immediately  returned  to  Buyer.   If  this  Purchase  and  Sale
Agreement  is  not  so terminated, Buyer shall deposit  with  the
Title  Company within two (2) business days after the end of  the
Inspection Period an additional $50,000, which shall be  part  of
the  Earnest  Money  and  which shall also  be  deposited  in  an
interest  bearing account and held in accordance with  the  terms
hereof.  If  the  transaction  contemplated  hereby  proceeds  to
Closing, the Earnest Money shall be paid to Seller at Closing and
Buyer  shall receive a credit against the Purchase Price  payable
hereunder  in  the  amount  of the Earnest  Money  plus  interest
accrued  thereon.  If Buyer does not terminate this Purchase  and
Sale Agreement as set forth in and when allowed under Sections 5,
6  or 7 hereof, or otherwise as expressly allowed hereunder,  the
Earnest   Money  shall,  except  to  the  extent   any   of   the
contingencies to Buyer's performance hereunder (including without
limitation  Seller's  performance of its  obligations  hereunder)
shall not be satisfied, thereafter be deemed non-refundable.   As
used  in this Agreement, the term "EARNEST MONEY" shall mean  the
amount  deposited  by Buyer, together with all  interest  accrued
thereon or deemed to have accrued thereon, as provided above.

     Section 5.   DELIVERY OF INFORMATION BY SELLER.  Within five
(5) days of the Effective Date, Seller shall deliver or cause  to
be delivered to Buyer the following:

          (a)  A title insurance commitment issued  by-the  Title
Company  naming  Buyer as the proposed insured and insuring Buyer
in  the amount of the Purchase Price (the "Title Commitment");

          (b)   Copies  of all documents referred to in the Title
Commitment (the "Title Commitment Documents");

          (c)  A  copy of Seller's existing Phase I Environmental
Report and  copies   of   any  other environmental reports on the
Property  in Seller's possession;

          (d)   A copy  of  Seller's existing  ALTA/ACSM Land and
Improvements survey (the "Existing Survey");

          (e)  A  copy  of  the executed  Lease and any amendments
thereto;

          (f)  Soil boring logs;

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

          (h)  Site plans and building plans and specifications;

          (i)  Names,  addresses  and phone numbers  of  utility
companies servicing the Property;

          (j)  Copy of real estate tax statement;

          (k)  Two years of annual financial statements for the Tenant.

Buyer  shall have an "Inspection Period" of twenty-one (21)  days
from receipt of the foregoing to review and approve the foregoing
or  terminate  this  Agreement in accordance with  the  terms  of
subparagraph 6(b) below in Buyer's sole discretion.

Seller,  at  its  own  expense,  shall  provide  Buyer  with  the
following,  which  Buyer shall have fifteen (15)  days  from  the
receipt  of  the  last  of the following to review  (the  "Review
Period"); provided, however, Buyer shall use its best efforts  to
complete  its review of such items in a timely manner to expedite
the  transaction toward Closing, and shall waive (in Buyer's sole
but  reasonable discretion) the requirement of an entire  fifteen
(15) day review period as to a de minimis number of the following
items  that  may  not be available until several  days  prior  to
Closing:

          (l)  A copy of any items to be specifically assigned to Buyer
under paragraph 1(c) and the proposed assignment thereof;

          (m)  A current ALTA As-Built Survey certified to Buyer and Title
Company (Buyer's review thereof shall be confined to matters  not
theretofore  reflected on the Title Commitment  or  the  Existing
Survey as provided to Buyer);

          (n)  Proposed general warranty deed;

          (o)  Balance Sheet of Seller;

          (p)  An original Reliance Letter certified to Buyer from the
engineer who prepared the Seller's Phase I Environmental Report;

          (q)  Certificate of Occupancy, and Certificate of Completion from
the  project architect and general contractor certifying that  as
of the date thereof and to their best knowledge, the Improvements
have   been   completed  in  accordance  with   the   plans   and
specifications for the Property and substantially comply with all
applicable  rules  and  regulations of  governmental  authorities
having jurisdiction over the Property and the objective standards
of the Americans with Disabilities Act;

          (r)  Certificate of Insurance evidencing Tenant's compliance with
the Lease requirements;

          (s)  A project cost statement, signed by Seller, itemizing in
percentages totaling 100%, the following costs: land acquisition,
soft costs, building construction, and site work;

          (t)  Copies of all warranties, and assignments thereof, issued to
or required to be provided to Tenant as designated in the Lease.

The  documents described in this Section are herein  collectively
called  the  "DOCUMENTS," and the information  contained  in  the
Documents is herein collectively called the "INFORMATION." Seller
further  agrees  to deliver to Buyer any information  that  shall
come  to  Seller's  attention prior to  the  Closing  that  shall
materially, adversely impact the Documents, the Information,  the
Property,  or the Tenant.  Buyer shall have a right to  terminate
this Agreement based upon such materially adverse information and
shall  receive the return of its Earnest Money together with  any
interest  thereon  if  this Agreement is so  terminated  on  such
basis.

     Section 6.     RIGHT OF INSPECTION.

          (a)  Buyer may conduct a site inspection of the Property during
the  Inspection Period (defined above) and Buyer may elect to not
purchase  the Property and terminate this Agreement in accordance
with the terms of Paragraph (b) below if, in its sole discretion,
it  is  not  satisfied with the results of such  inspection.   In
conducting its inspection Buyer shall not unreasonably  interfere
with  the  business  and  operations of  Tenant  or  construction
activities of Seller.  Further, Buyer shall indemnify, defend and
hold  Seller  harmless  from  any and  all  costs,  damages,  and
liabilities  whatsoever,  including reasonable  attorney's  fees,
arising  out  of  Buyer's  inspection of  the  Property  and  the
Information,  which  obligation  shall  expressly   survive   any
termination of this Agreement.  Except as may be required by  law
or  by  legal  proceedings,  Buyer  shall  keep  all  Information
furnished  to  it  by  Seller  or  obtained  by  Buyer   strictly
confidential; provided, however, that the same may  be  disclosed
to  Buyer's  lenders,  accountants and attorneys  to  the  extent
necessary  to consummate this transaction and to the extent  such
recipients  agree  to  maintain  such  confidentiality.   Buyer's
obligations  under this Section shall survive the termination  of
this Agreement for any reason.

          (b)  If for any reason Buyer determines that it shall not proceed
with  this  transaction, then Buyer may terminate this Agreement,
by  delivering to Seller a written notice of termination  at  any
time   during  the  period  ending  at  5:00  p.m.,  Minneapolis,
Minnesota  time,  on  the last day of the Inspection  Period.  If
Buyer  does  not  so terminate this Agreement, Buyer  shall  have
waived its right to terminate this Agreement, except as otherwise
expressly set forth herein.

     Section  7.      TITLE.  Buyer may, at any time  during  the
Inspection  Period, object in writing ("BUYER'S  TITLE  OBJECTION
NOTICE") and in good faith to any liens, encumbrances, and  other
matters  reflected by the Title Commitment.  All such matters  to
which Buyer so objects shall be "NON-PERMITTED ENCUMBRANCES";  if
no  such  objection notice is given during the Inspection Period,
all matters reflected by the Title Commitment shall be "PERMITTED
ENCUMBRANCES." Seller may, but shall not be obligated  to,  cure,
remove  or  insure  around  all Non-Permitted  Encumbrances.   In
addition, Seller shall be obligated to remove or insure around by
Closing all mortgages, deeds of trust, judgment liens, mechanic's
and  materialmen's  liens, and other monetary liens  against  the
Property  (other  than the liens for taxes and assessments  which
are  not delinquent), whether or not Buyer objects thereto during
the  Inspection  Period.  Within five (5) days after  receipt  of
Buyer's  Title Objection Notice, Seller shall provide an  updated
title  insurance commitment (the "Title Commitment Update").   If
the  Title  Commitment  Update does not address  all  of  Buyer's
objections  set forth in Buyer's Title Objection  Notice  to  the
reasonable   satisfaction  of  Buyer,  then  Buyer   may   either
(a) terminate this Agreement in accordance with Section 11(b)  by
written  notice  to  Seller within five (5) business  days  after
receipt  of  the  Title Commitment Update  or  (b)  purchase  the
Property  subject to the Non-Permitted Encumbrances  (other  than
monetary  liens  that  Seller is obligated to  remove  or  insure
around),  and  the Non-Permitted Encumbrances (other  than  liens
that  Seller  is  obligated to remove  or  insure  around)  shall
thereafter be deemed Permitted Encumbrances.  The Lease is hereby
designated as a Permitted Encumbrance.

      In  addition, Buyer may, within five (5) days after receipt
of  the  As-Built  Survey  to be delivered  by  Seller  to  Buyer
pursuant  to  Section 5(m) hereof, object in writing  to  matters
reflected  on such As-Built Survey so long as (i) such objections
are  to  matters which render title to the Property unmarketable,
which constitute a material deviation from the Site Plan attached
to  the  Lease,  or  which otherwise constitute  a  violation  of
applicable  zoning  ordinances and (ii) such objections,  to  the
extent not previously covered by Buyer's Title Objections, relate
to  matters  not  reflected  on the  Existing  Survey  heretofore
delivered  by  Seller to Buyer.  Seller may,  but  shall  not  be
obligated to, cure or remove any such survey objections  made  by
Buyer  in  accordance with this Section 7.  If  Seller  does  not
cause  all such survey objections to be removed, cured or insured
around  to  Buyer's reasonable satisfaction within  fifteen  (15)
days  after  receipt  by Seller of such survey  objections,  then
Buyer may either (a) terminate this Agreement in accordance  with
Section  11(b)  by  delivering notice  to  Seller  prior  to  the
expiration  of such fifteen (15) day period or (b)  purchase  the
Property subject to such survey objections.

     Section  8.      SELLER'S REPRESENTATIONS,  WARRANTIES,  AND
COVENANTS.   Seller  hereby  represents  and  warrants  to,   and
covenants with, Buyer that:

          (a)  Except for this Agreement and the Lease and those matters
disclosed in the materials delivered to Buyer pursuant to Section
5  hereof, it is not aware of any other agreements or leases with
respect  to  the  Property, including none of the following  that
will survive the Closing such as maintenance, service, or utility
contracts (the "PROPERTY AGREEMENTS");

          (b)  It does not have any actions or proceedings pending, which
would materially affect the Property or Tenant, except matters
fully covered by insurance;

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

          (d)  All of Seller's covenants, agreements, and representations
made  herein, and in any and all documents which may be delivered
pursuant hereto, shall survive for one (1) year from the delivery
to  Buyer  of the warranty deed and other documents furnished  in
accordance  with this Agreement, and the provision  hereof  shall
continue  to  inure for one (1) year to Buyer's benefit  and  its
successors and assigns;

          (e)  The Property is in good condition, substantially undamaged
by fire and other hazards, and has not been made the subject of
any condemnation proceeding;

          (f)  Seller has full right, power, and authority to execute and
deliver  this Agreement and to consummate the purchase  and  sale
transaction  provided  for herein without obtaining  any  further
consents  or  approvals from, or the taking of any other  actions
with  respect  to,  any third parties; and this  Agreement,  when
executed  and delivered by Seller and Buyer, will constitute  the
valid and binding agreement of Seller, enforceable against Seller
in accordance with its terms;

          (g)  To the best of Seller's knowledge, the Property is presently
not in violation of applicable environmental law, and contains no
hazardous  materials in excess of amounts allowed  by  applicable
law except for the presence on the Property of such materials  as
may  be  held  by  Tenant  in customary  amounts  for  resale  or
maintenance of the Property;

          (h)  Seller has not received from any governmental authority
written notice of any violation of law, rule, regulation, permit,
certificate,  or  approval or license, which has  not  heretofore
been cured;

          (i)  To the best of Seller's knowledge, there are no attachments,
executions, assignments for the benefit of creditors or voluntary
or  involuntary proceedings in bankruptcy pending, or  threatened
against Seller;

          (j)  The copies of all documents and other documents delivered by
Seller  to  Buyer pursuant to this Agreement shall,  to  Seller's
current  actual knowledge, be true and complete in  all  material
respects;  provided, however, that Seller makes no representation
or  warranty whatsoever as to the contents or subject  matter  of
any  Documents,  Information or other  items  prepared  by  third
parties;

          (k)  The Lease submitted to Buyer;

               (1)  is a true and complete copy of the Lease with all exhibits
attached;

               (2)  has not been modified, altered or amended; and

               (3)  is in full force and effect without any uncured material
          default by either Landlord or Tenant.

          (l)  Seller represents and warrants the transaction contemplated
herein does not represent a fraudulent conveyance.

All  of Seller's representations and warranties shall be true  as
of  the  Closing Date and shall survive the Closing for  one  (1)
year;  Buyer  may  not  take  any  action  for  breach  of   such
representations and warranties unless it shall have given  Seller
written notice of such breach in reasonable detail not later than
a  date that is one (1) year from the Closing Date.  Seller shall
have  thirty (30) days to commence to cure any such breach  after
receipt  of  Buyer's timely written notice and so long thereafter
as is reasonably necessary to complete such cure.

     Section 9.     CLOSING.  The closing of the sale of the Property
by Seller to Buyer (the "CLOSING") shall occur upon the later of:
(a)  on  or  before  the  tenth (10th)  business  day  after  the
expiration  of the Review Period or (b) within ten (10)  business
days after the Tenant takes possession of the building and begins
paying rent (the "CLOSING DATE").  The parties may elect to close
prior  to  the  scheduled Closing Date upon mutual  consent.   An
escrow  officer of the Title Company at its office  in  Syracuse,
New  York  shall close this transaction.  Time is of the  essence
with  regard to the Closing Date.  At the Closing, the following,
which are mutually concurrent conditions, shall occur;

          (a)  Buyer, at its expense, shall deliver or cause to be
delivered to Seller the following:

               (1)  the Purchase Price in funds available for immediate
value in  Seller's accounts;

               (2)  the Earnest Money shall be delivered to Seller and
credited  against the Purchase Price;

               (3)  an Assignment and Assumption of Lease in the form
     attached hereto and incorporated herein as EXHIBIT B (the "ASSIGNMENT
     AND ASSUMPTION OF LEASE"), fully executed and acknowledged by Buyer;

               (4)  evidence satisfactory to Seller and Title Company that
     the person executing the Closing documents on behalf of Buyer has
     full right, power, and authority to do so; and

               (5)  such other documents as may be reasonably requested by
     the Title Company or Seller in accordance with this Agreement.

          (b)  Seller, at its expense, shall deliver or cause to be
delivered to Buyer the following:

               (1)  The Assignment and Assumption of Lease, fully executed
     and acknowledged by Seller, accompanied by the original Lease and
     original Amendments thereto, if any;

               (2)  A New York statutory form of general warranty deed in
     the  form to be mutually agreed upon by the parties prior to  the
     expiration of the Review Period, fully executed and acknowledged
     by Seller, conveying to Buyer the Land and Improvements;

               (3)  A tenant estoppel certificate in the form as shown on
     EXHIBIT C attached hereto, fully executed by Tenant;

               (4)  Evidence reasonably satisfactory to Buyer and Title
     Company that the persons executing and delivering the Closing documents
     on behalf of Seller have full right, power and authority to do
     so;

               (5)  A certificate meeting the requirements of Section 1445 of
     the Internal Revenue Code of 1986, executed and sworn to  by
     Seller;

               (6)  such other documents as may be reasonably requested by
     theTitle Company or by Buyer in accordance with this Agreement, or
     as  are  customarily executed in New York to effectuate  the
     conveyance of property similar to the Property; and

               (7)  Assignment of documents as required in paragraph 1 (c)
     hereof.

          (c)  Seller shall pay the following costs of closing: escrow
fees,  recording costs, and any brokerage fees to  third  parties
engaged  by Seller.  Each party shall pay one-half of  all  other
closing  costs,  such as realty transfer tax (deed  stamps),  and
fees   to  obtain  the  title  insurance  commitment  and  policy
premiums;  each party shall pay its own attorney's  fees.   Buyer
shall  pay the mortgage tax due on any mortgage granted by  Buyer
at closing, if any.

          (d)  Rent due under the Lease shall be prorated as of the Closing
Date, Seller being charged and credited for all of same up to the
Closing Date and Buyer being charged and credited for all of same
on  and  after the Closing Date; provided, however, that, if  the
wire payoff to Seller's mortgagee is received later than l:00  pm
EST  on the day of Closing then the Seller, and not Buyer,  shall
be   credited  for  the  Rent  paid  under  the  Lease  that   is
attributable  to the day of closing.  Utility charges  and  taxes
are paid by the Tenant and shall not be prorated at Closing.  All
prorations made at Closing shall be considered a final settlement
between the parties.

          (e)  Notwithstanding anything contained herein to the contrary,
in  the event that the amount of "Rent" (as defined in the Lease)
is adjusted after the Closing pursuant to Sections 9.7.5 - 9.7.10
of  the Lease, the parties shall adjust the Purchase Price within
ten  (10)  days  after determination of such final adjustment  of
Rent to an amount based upon an 8.23% capitalization rate of  the
final  annual  Rent  payable by Tenant  under  the  Lease.   Upon
determination of the adjusted Purchase Price, the amounts due and
owing  from  either party hereunder shall be paid in full  within
ten (10) days thereafter.

     Section 10.    DESTRUCTION, DAMAGE, OR TAKING BEFORE CLOSING.
If,  before  Closing, all or any material part  of  the  Land  or
Improvements  are  destroyed or damaged,  or  become  subject  to
condemnation  or  eminent domain proceedings, then  Seller  shall
promptly  notify Buyer thereof.  Buyer may elect to proceed  with
the  Closing  (subject to the other provisions of this  Agreement
and with no reduction in the Purchase Price) by delivering notice
thereof  to  Seller within five (5) business days of  receipt  of
Seller's  notice respecting the damage, destruction,  or  taking,
but  in  such  event  Buyer shall be entitled  to  all  insurance
proceeds  or  condemnation awards payable as  a  result  of  such
damage or taking and, to the extent the same may be necessary  or
appropriate,  Seller  shall assign to Buyer at  Closing  Seller's
rights  to such proceeds or awards.  If, within five (5) business
days  of  receipt  of  Seller's  notice  respecting  the  damage,
destruction,  or taking, Buyer notifies Seller of its  intent  to
terminate this Agreement, or if Buyer gives no notice within such
period,  then  Buyer  shall be deemed  to  have  terminated  this
Agreement  pursuant to Section 11(b).  For the purposes  of  this
Section  10,  damage  or  a  taking shall  be  considered  to  be
"material"  if  the  value  of  the  portion  of  the   Land   or
Improvements damaged or taken exceeds an amount equal  to  twenty
five  percent (25%) of the Purchase Price, or, in the case  of  a
taking, if the portion of the Land or Improvements taken are such
that Tenant has the right to terminate the Lease.

     Section 11.    TERMINATION AND REMEDIES.

          (a)  If Buyer fails to consummate the purchase of the Property
pursuant  to this Agreement for any reason other than termination
hereof  pursuant  to a right granted to Buyer in  herein,  or  if
Buyer breaches any covenant or provision of this Agreement,  then
Seller,  as  its  sole remedy, may terminate  this  Agreement  by
notifying  Buyer  thereof,  in which event  Title  Company  shall
deliver the Earnest Money, together with all interest thereon, to
Seller  as  LIQUIDATED DAMAGES.  In addition  to  the  foregoing,
Seller shall also be entitled to recover all reasonable expenses,
including  reasonable  attorney's  fees  and  litigation   costs,
incurred in connection with obtaining the Earnest Money following
a breach hereof by Buyer.

          (b)  If Buyer terminates this Agreement pursuant to its rights to
do  so hereunder and is not in default under this Agreement, then
the  Earnest Money, together with all interest thereon, shall  be
returned to Buyer, whereupon neither party hereto shall have  any
further  rights or obligations hereunder, except for those  which
expressly survive the termination of this Agreement.

          (c)  If Seller fails to consummate the sale of the Property
pursuant  to  this  Agreement for any reason other  than  Buyer's
failure  to  perform  its obligations hereunder,  or  termination
hereof by Buyer in accordance with Section 11(b), then Buyer,  as
its   exclusive  remedies  therefore,  may:  (1)  terminate  this
Agreement by notifying Seller thereof, in which case the  Earnest
Money,  together with all interest thereon, shall be returned  to
Buyer  and neither party hereto shall have any further rights  or
obligations  hereunder, except for those which expressly  survive
the  termination  of  this  Agreement; or  (2)  enforce  specific
performance of the obligations of Seller hereunder.

          (d)  The provision for payment of liquidated damages in Section
11  (a)  has been included because, in the event of a  breach  by
Buyer, the actual damages to be incurred by Seller can reasonably
be  expected  to  approximate the amount  of  liquidated  damages
called  for herein and because the actual amount of such  damages
would be difficult if not impossible to measure accurately.

          (e)  This Agreement shall not be recorded in any public records
in  the  State  of New York or the county where the  Property  is
located,  and  any  such recording by or for  Buyer  shall  be  a
default hereunder.

     Section 12.    SELLER'S CONTINUING OBLIGATIONS.  Notwithstanding
assignment  of the Lease to Buyer as contemplated  by  Section  9
hereof,  Seller  shall remain liable for the performance  of  the
obligations  of  Landlord under the Lease with respect  to:   (i)
Landlord's  obligations under Sections 9.7.5 and  9.7.11  of  the
Lease  to deliver plans or other documents relating to design  of
the   Improvements   or  the  construction  thereof;   and   (ii)
performance  under any warranty claims received from Tenant  with
respect  to the Premises pursuant to the "One-Year Warranty"  set
forth  in  Section  9.4  of the Lease.  The  provisions  of  this
paragraph  shall survive Closing of the sale of the  Property  to
Buyer,  and the parties agree to confirm such survival in writing
at Closing.

     Section 13.    NOTICES.  All notices provided or permitted to be
given  under this Agreement must be in writing and may be  served
by  depositing same in the United States mail, addressed  to  the
party to be notified, postage prepaid and registered or certified
with  return receipt requested; by delivering the same in  person
to  such  party; by reputable overnight courier delivery;  or  by
facsimile copy transmission with printed confirmation of  receipt
thereof.   Notice given in accordance herewith shall be effective
upon  delivery to the address of the addressee.  Any notice given
by  facsimile transmission shall be followed by a hard copy or by
hand  delivery.   For purposes of notice, the  addresses  of  the
parties shall be as follows:

     If to Seller, to:

          Mr. Joseph P. Kane
          Herkimer Rd.  & Euclid Rd. Development, LLC
          C/O Westlake Development, LLC
          Skyline Building, Suite B-1
          753James Street
          Syracuse, NY 13203
          Phone No.: (315) 471-5462
          Fax No.: (315) 471-6436

     With a copy to:

          Stephen G. Etoll, Esq.
          Shulman, Curtin, Grundner & Regan, PC
          250 S. Clinton Street, Suite 502
          Syracuse, NY 13202
          Phone No.: (315) 424-8944
          Fax No.: (315) 424-8205

     If to Buyer, to:

          AEI Fund Management, Inc.
          30 East 7th Street, Suite 1300
          St. Paul, Minnesota 55101
          Attention:  Jennifer Schreiner
          Phone No.: (651) 227-7333
          Fax No.: (651) 227-7705

     With a copy to:

          Thomas M. Hart
          Winthrop & Weinstine, P.A.
          Suite 3500, 225 South Sixth Street
          Minneapolis, MN 55402-4629
          Phone No.: 612-604-6624
          Fax: 612-604-6800

Either  party hereto may change its address for notice by  giving
three (3) days' prior written notice thereof to the other party.

     Section 14.    ASSIGNS/BENEFICIARIES.  Buyer may assign  its
rights and obligations under this Agreement to a wholly owned  or
controlled  affiliate  or  subsidiary of  Buyer  and  at  Closing
designate  such entity to take title to the Property and  to  all
rights  conveyed by Seller to Buyer under this Agreement  without
the  written  consent  of  Seller.  Except  for  the  assignments
provided for in the preceding sentence, Buyer may neither  assign
its rights under this Agreement nor delegate its duties hereunder
without  prior written consent of Seller, which Seller may  grant
or  withhold  in its sole and absolute discretion.  Should  Buyer
assign  this Agreement or delegate its duties without  the  prior
written  consent of Seller, then in addition to all  the  rights,
remedies, and recourses available at law or in equity, Seller may
terminate  this  Agreement and the Title Company shall  forthwith
deliver  the Earnest Money to Seller.  Seller may assign  all  of
its  right,  title and interest in and to this Agreement  to  any
other  entity  that  is directly or indirectly  wholly  owned  by
Seller.   Such permitted assignment shall include any  assignment
that  may  be  deemed to occur by operation of law in  connection
with  any  merger or consolidation of Seller entity  with  and/or
into  any  other  entity directly or indirectly  wholly-owned  by
Seller  (an  "INTRAGROUP  MERGER").  Any such  Intragroup  Merger
shall not be deemed a breach of, cause a default under or trigger
any  right  of  termination under, any other  provision  of  this
Agreement.  Furthermore, Seller may assign this Agreement or  any
rights  hereunder  to  any  corporation  that  acquires  all   or
substantially all of the assets of Seller.  This Agreement is for
the  sole  benefit  of Seller and Buyer, and no  third  party  is
intended to be a beneficiary of this Agreement.

     Section 15.    COMMISSIONS.  Buyer and Seller represent that
neither engaged a broker for this transaction.

     Section 16.    COMPUTATION OF TIME.  If the expiration date of
any period or time for performance hereunder falls on a Saturday,
Sunday,  or  legal holiday, then, in such event,  the  expiration
date of such period or time for performance shall be extended  to
the next business day.

     Section 17.    GOVERNING LAW.  This Agreement shall be governed
and  construed in accordance with the laws of the State in  which
the Property is located.

     Section 18.    ENTIRE AGREEMENT.  This Agreement is the entire
agreement  between Seller and Buyer concerning the  sale  of  the
Property,  and  no  modification hereof or  subsequent  agreement
relative to the subject matter hereof shall be binding on  either
party unless reduced to writing and signed by both parties.   All
Exhibits  attached  hereto  are  incorporated  herein   by   this
reference for all purposes.

     Section 19.    RULE OF CONSTRUCTION; NO WAIVER.  Buyer and Seller
acknowledge that each party has reviewed this Agreement  and  has
had  adequate  opportunity to consult legal counsel with  respect
thereto and that the rule of construction to the effect that  any
ambiguities  are to be resolved against the drafting party  shall
not  be  employed in the interpretation of this Agreement or  any
amendments  hereto.   No  provision of this  Agreement  shall  be
deemed  to have been waived by either party unless the waiver  is
in writing and signed by that party.  No custom or practice which
may  evolve between the Buyer and Seller during the term of  this
Agreement  shall be deemed or construed to waive  or  lessen  the
right  of  either  of  the parties hereto to insist  upon  strict
compliance with the terms of this Agreement.

     Section 20.    NO RECORDING.  Neither this Agreement nor any
memorandum  hereof shall be recorded in any public records  where
the Property is located or elsewhere.

     Section 21.    ATTORNEY'S FEES.  If a dispute arises between the
parties as a result of or in connection with this Agreement, then
the  prevailing party shall be entitled to a reimbursement of its
reasonable  costs  and expenses, including reasonable  attorney's
fees, in addition to all other remedies.

     Section 22.    EXPIRATION.  This offer to Purchase by Buyer shall
expire  if  not executed by Seller and returned to  Buyer  on  or
before March 19, 2004.

Executed effective as of the date first set forth above.

                             SELLER:

                             HERKIMER RD. & EUCLID RD.
                             DEVELOPMENT, LLC,
                             a New York limited liability
                             company

                             By: Westlake Holding, Inc., its
                             sole member, a
                             New York corporation

                             By:  /s/ Joseph P Kane
                             Name:    Joseph P. Kane
                             Title:   President
                             Date:    March 18, 2004

                             BUYER:

                             AEI FUND MANAGEMENT, INC.,
                             a Minnesota corporation

                             By:  /s/ Robert P Johnson
                             Name:    Robert P. Johnson
                             Title:   President
                             Date:    March 15, 2004


2099697v21
                            EXHIBIT A
                       (Legal Description)

ALL  THAT CERTAIN PIECE OR PARCEL OF LAND SITUATE IN THE CITY  OF
UTICA,   COUNTY  OF  ONEIDA,  STATE  OF  NEW  YORK,  BEING   MORE
PARTICULARLY BOUNDED AND DESCRIBED AS FOLLOWS:

BEGINNING AT A POINT ON THE EASTERLY STREET LINE OF NORTHERN ROAD
AT  ITS INTERSECTION WITH THE DIVISION LINE BETWEEN THE LANDS NOW
OR  FORMERLY OF QUAD GROUP DEVELOPERS, INC. AS DESCRIBED IN LIBER
2774  OF  DEEDS  AT PAGE 326 ON THE NORTH AND THE  LANDS  NOW  OR
FORMERLY  OF DANIEL F. & MARIAM S. COLINO AS DESCRIBED  IN  LIBER
2062 OF DEEDS AT PAGE 11 ON THE SOUTH, SAID POINT BEING NORTH  42
DEG.  51  MIN. 00 SEC. EAST A DISTANCE OF 116.33 FEET  ALONG  THE
SAID  LINE  OF  NORTHERN  ROAD FROM  ITS  INTERSECTION  WITH  THE
NORTHERLY STREET LINE OF HERKIMER ROAD; THENCE NORTH 42  DEG.  51
MIN 00 SEC. EAST ALONG THE SAID LINE OF NORTHERN ROAD, A DISTANCE
OF  297.84 FEET TO A POINT; THENCE SOUTH 47 DEG. 13 MIN. 00  SEC.
EAST  THROUGH  THE  LANDS OF SAID QUAD GROUP DEVELOPERS,  INC.  A
DISTANCE OF 300.19 FEET TO A POINT ON THE WESTERLY STREET LINE OF
EUCLID ROAD; THENCE SOUTH 42 DEG. 48 MIN. 00 SEC. WEST ALONG  THE
SAID LINE OF EUCLID ROAD, A DISTANCE OF 392.22 FEET TO A POINT ON
THE SAID NORTHERLY STREET LINE OF HERKIMER ROAD; THENCE NORTH  51
DEG.  22  MIN. 28 SEC. WEST ALONG SAID LINE OF HERKIMER  ROAD,  A
DISTANCE  OF 200.57 FEET TO A POINT ON THE DIVISION LINE  BETWEEN
THE  LANDS  NOW OR FORMERLY OF DANIEL F. & MARIAM  S.  COLINO  AS
DESCRIBED IN LIBER 2062 OF DEEDS AT PAGE 13 ON THE WEST  AND  THE
LANDS  NOW OR FORMERLY OF MICHAEL J. RITTER AS DESCRIBED IN LIBER
2797  OF  DEEDS AT PAGE 28 ON THE EAST; THENCE NORTH 39  DEG.  57
MIN.  51 SEC. EAST ALONG SAID DIVISION LINE, A DISTANCE OF 116.05
FEET  TO  A POINT ON THE DIVISION LINE BETWEEN THE SAID LANDS  OF
QUAD  GROUP DEVELOPERS, INC. ON THE NORTH AND THE SAID  LANDS  OF
COLINO (2062/11 & 13); THENCE NORTH 51 DEG. 27 MIN. 00 SEC.  WEST
ALONG  SAID DIVISION LINE, A DISTANCE OF 94.92 FEET TO THE  POINT
OF BEGINNING.  CONTAINING 2.520 ACRES OF LANDS, MORE OR LESS.