ASSIGNMENT OFAGREEMENT OF SALE AND

               FIRSTAMENDMENT TO AGREEMENT OF SALE

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

     WITNESSETH, that:

     WHEREAS, on the 15th day of December 2003, Assignor  entered
into a Agreement of Sale and First Amendment To Agreement of Sale
dated  December  22,  2003  ("the Agreement")  for  that  certain
property located at 2033 Ken Pratt Boulevard, Longmont,  CO  (the
"Property")   with  GE  Capital  Franchise  Finance   Corporation
("Seller"); and

     WHEREAS,  Assignor  desires  to assign  an  undivided  fifty
percent  (50.0%)  of its rights, title and interest  in,  to  and
under  the  Agreement  only as it pertains to  the  Longmont,  CO
property to Assignee as hereinafter provided;

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

     1.   Assignor,  only  as it pertains  to  the  Longmont,  CO
     property, 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,  only  as it pertains  to  the  Longmont,  CO
     property,  hereby  assumes all rights, promises,  covenants,
     conditions  and  obligations  under  the  Agreement  to   be
     performed  by  the  Assignor thereunder, and  agrees  to  be
     bound  for  all  of  the obligations of Assignor  under  the
     Agreement.

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

AEI FUND MANAGEMENT, INC.
("Assignor")

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

AEI INCOME & GROWTH FUND XXII
LIMITED PARTNERSHIP ("Assignee")

BY: AEI FUND MANAGEMENT XXI, INC.

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




                        AGREEMENT OF SALE

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

                           WITNESSETH:

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

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

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

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

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

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

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

necessary  to consummate the closing of this sale and to  furnish
evidence of their authority and capacity.

          3.    PURCHASE  PRICE.  The  purchase  price  for   the
     Premises shall be $9,626,300.00 (the "Purchase Price"),  the
     allocation  of  the  Purchase  Price  among  each   of   the
     Properties  is  set forth on Exhibit A attached  hereto  and
     shall   be   payable  by  Buyer  to  Seller  in  immediately
     available  funds on the Closing Date. An earnest deposit  of
     $100,000.00 (the "Earnest Deposit") shall be paid  by  Buyer
     to  Escrow Agent upon the execution of this Agreement by the
     parties hereto. The Earnest Deposit shall be applied  toward
     the  Purchase Price at Closing. The Purchase Price shall  be
     absolutely   net  to  Seller,  and  Buyer   shall   pay   in
     immediately  available funds at the Closing all expenses  in
     connection  with  the  transaction  contemplated   by   this
     Agreement,  including, but not limited to, all escrow  fees,
     title  fees,  survey fees, recording fees, attorneys'  fees,
     transfer taxes, stamp taxes, privilege taxes, sales and  use
     taxes  and any and all other costs and fees associated  with
     the  Closing.  Buyer shall receive a credit at  Closing  for
     any  prepaid rental paid to Seller in an amount equal to the
     monthly  rental  paid  by  each  lessee  pursuant   to   the
     applicable Lease multiplied by a fraction, the numerator  of
     which  is the number of days from and including the  Closing
     Date  through  and including the last day of  the  month  in
     which  the Closing occurs, and the denominator of  which  is
     the  total number of days in the month in which the  Closing
     occurs;  provided further, however, if Seller  receives  the
     Purchase Price on or after 12:00 p.m. (Phoenix, AZ time)  on
     the  Closing Date, the numerator of such fraction  shall  be
     the  number  of  days from and including the day  after  the
     Closing  Date  through and including the  last  day  of  the
     month  in  which  the  Closing occurs.  Notwithstanding  the
     foregoing, a broker's commission shall be paid by Seller  as
     set forth in Section 21 hereof.

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

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

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

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

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

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

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

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

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

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

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

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

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

          (f)  Buyer  is  not, and the authorization,  execution,
     delivery   and  performance  of  this  Agreement   and   the
     documents,  instruments and agreements provided  for  herein
     will  not result in any breach of or default under any other
     document, instrument or agreement to which Buyer is a  party
     or by which Buyer, or any of

     Buyer's  property,  is subject or bound. The  authorization,
     execution,  delivery and performance of this Agreement  will
     not  violate any applicable law, statute, regulation,  rule,
     ordinance, code or order.


All  representations contained in this Section shall survive  the
Closing.

     6.  CONDITION TO CLOSING.

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




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


          7.  TITLE REVIEW

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

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

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

     16.  NOTICES.  All  notices given by any party  pursuant  to
this Agreement sha1l be in writing and shall be sent to the other
party  via overnight courier (such as Federal Express or Airborne
Express), facsimile or by United States Postal Service registered
or  certified  mail,  postage prepaid, return receipt  requested,
addressed to the other party at the following addresses:

        If to Seller

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






        If to Buyer:

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

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

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

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

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


    20.AS-IS SALE.

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

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

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

    21.BROKERS. The parties hereto warrant and represent to  each
other  that  they  have not employed or retained  any  broker  or
finder in connection with this transaction, other than CB Richard
Ellis,  Inc. ("Broker"), whose address is 355 South Grand Avenue,
Los  Angeles, CA 900-71. If, and only if, this transaction closes
arid  the  sale  proceeds  of the sale  transaction  contemplated
hereby  are distributed to Seller, then Seller agrees to  pay  to
Broker  a  real  estate commission in the sum of $91,450.02.  The
parties   agree  that,  if  any  person  other  than  Broker   (a
"Claimant")  shall  assert a claim to a finder's  fee,  brokerage
commission or other compensation on account of alleged employment
as  a  finder, broker or other consultant or agent in  connection
with  the transaction embodied by this Agreement, the party under
whom the Claimant is claiming (i.e., the party who is alleged  to
have  retained  or utilized the services of the  Claimant)  shall
indemnify, defend and hold the other party harmless for, from and
against  any  such claim and all costs, expenses and  liabilities
incurred  in  connection  with  such  claim  or  any  action   or
proceeding brought on such claim, including, but not limited  to,
counsel  and  witness fees and court costs in  defending  against
such  claims. This indemnity obligation shall survive the Closing
or any termination of this Agreement.

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

    23.MODIFICATION.    No    change,   alteration,    amendment,
modification  or waiver of any of the terms or provisions  hereof
shall be valid, unless the same shall be in writing and signed by
the parties hereto.

    24.ENTIRE  AGREEMENT. This Agreement and the other  Operative
Documents  constitute the entire agreement  between  the  parties
with respect to the subject matter hereof, and there are no other
representations,  warranties  or  agreements,  written  or  oral,
between  Seller and Buyer with respect to the subject  matter  of
this Agreement and the other Operative Documents. Notwithstanding
anything  in this Agreement and the other Operative Documents  to
the  contrary, upon the execution and delivery of this  Agreement
by  Seller and Buyer, any bid proposals or letters of intent with
respect to the transactions contemplated by this Agreement  shall
be  deemed  null and void and of no further force and effect  and
the   terms  and  conditions  of  this  Agreement  shall  control
notwithstanding   that   such  terms  and   conditions   may   be
inconsistent  with  or  vary from those set  forth  in  such  bid
proposals or letters of intent.


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

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

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

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

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

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









    IN WITNESS WHEREOF, the parties hereto have executed this

Agreement as of the date first above written.



                             SELLER:
                                 GE CAPITAL FRANCHISE FINANCE
                                 CORPORATION, a Delaware
                                 corporation

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


                             BUYER:

                                 AEI FUND MANAGEMENT, INC., a
                                 Minnesota corporation

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




STATE OF ARIZONA

COUNTY OF MARICOPA

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

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


                              /s/ Lari E Clark
                                  Notary Public
My Commission Expires:

2/25/07                                      [notary seal]


STATE OF MINNESOTA

COUNTY OF RAMSEY

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

WITNESS my hand and official seal in the County and State last
aforesaid on December 1, 2003




                              /s/ Michael B Daugherty
                                    Notary Public
My Commission Expires:
                                              [notary seal]




                            EXHIBIT A


8000-8947-7603 San Dario Avenue, Laredo, TX
    Lease  dated  June  10, 1999 by and between FFCA  Acquisition
Corporation,  a  Delaware corporation and Kona Restaurant  Group,
Inc.,  a  Delaware corporation, as amended by that certain  First
Amendment to Lease dated November 23, 1999, as guarantied by that
certain  Unconditional Guaranty of Payment and Performance  dated
June 10,1999.
    PURCHASE PRICE: $2,537,000


8001-0315-421 E. Nolana Loop, McAllen, TX
    Lease  dated  August 10, 1999 by and between FFCA Acquisition
Corporation,  a  Delaware corporation and Kona Restaurant  Group,
Inc.,  a  Delaware corporation, as amended by that certain  First
Amendment  to  Lease dated June 21, 2000, as guarantied  by  that
certain  Unconditional Guaranty of Payment and Performance  dated
July 20, 1999.
     PURCHASE PRICE: $2,289,200





8000-8964- 2600 N. Expressway, Brownsville, TX
    Lease  dated  May  19, 1999 by and between  FFCA  Acquisition
Corporation,  a  Delaware corporation and Kona Restaurant  Group,
Inc.,  a  Delaware corporation, as amended by that certain  First
Amendment  to Lease dated April 28, 2000, as guarantied  by  that
certain  Unconditional Guaranty of Payment and Performance  dated
May 19, 1999.
     PURCHASE PRICE: $2,259,100





8000-8966- 2033 Ken Pratt Blvd, Longmont, CO
    Lease  dated  July  1, 1999 by and between  FFCA  Acquisition
Corporation,  a  Delaware corporation and Kona Restaurant  Group,
Inc.,  a  Delaware corporation, as amended by that certain  First
Amendment  to Lease dated March 31, 2000, as further  amended  by
that  certain Second Amendment to Lease dated November 16,  2000,
as  guarantied by that certain Unconditional Guaranty of  Payment
and Performance dated July 1, 1999.
    PURCHASE PRICE: $2,541,000




              FIRST AMENDMENT TO AGREEMENT OF SALE

     THIS   FIRST   AMENDMENT   TO  AGREEMENT   OF   SALE   (this
"Amendment")  is  made and, entered into as  of  the  22  day  of
December, 2003 (the "Effective Date"), by and between GE  CAPITAL
FRANCHISE  FINANCE CORPORATION, a Delaware corporation  ("Seller)
(successor  by  merger  with  Franchise  Finance  Corporation  of
America,  a Maryland corporation, sole shareholder and  successor
by  dissolution  of  FFCA  Acquisition  Corporation,  a  Delaware
corporation),  whose  address  is 17207  North  Perimeter  Drive,
Scottsdale,  Arizona  85255, and AEI  FUND  MANAGEMENT,  INC.,  a
Minnesota  corporation  (the  "Buyer'),  whose  address  is  1300
Minnesota  World Trade Center, 30 Seventh Street East, St.  Paul,
MN  55101,  and  amends  that certain  Agreement  of  Sale  dated
December  15,  2003, between Seller and Buyer (the  "Agreement").
All  capitalized  terms used in this Amendment, unless  otherwise
defined herein, shall have the meanings ascribed to them  in  the
Agreement.

                           WITNESSETH:

     WHEREAS,  pursuant  to  Section  2  of  the  Agreement,  the
Closing Date is scheduled to be held on December 23, 2003;

     WHEREAS,  pursuant  to  Section  6  of  the  Agreement,  the
Condition Date is December 22, 2003; and


     WHEREAS, Buyer desires to amend the Agreement to extend  the
Closing  Date as well as the Condition Date and Seller is willing
to  extend the Closing Date and the Condition Date subject to the
terms and conditions of this Amendment.

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

     1.  The  terms  and  provisions of this Amendment  shall  be
deemed effective on and as of the Effective Date.

     2.  Section  2  of the Agreement is hereby  amended  in  its

entirety and restated as follows:

        "2.   Closing   Date.  The  closing  of  the  transaction
     contemplated  by  this Agreement (the  "Closing")  shall  be
     held  on  or before December 31, 2003, or such earlier  date
     as  the  parties may agree (the "Closing Date"). Seller  and
     Buyer   agree   to  execute  all  documents   necessary   to
     consummate  the  Closing and to furnish  evidence  of  their
     authority and capacity."

     3.   The first sentence of Section 6 of the Agreement is hereby
        amended in its entirety and restated as follows:

     "6.  Condition  Date. Buyer shall have  until  December  30,
2003  (the  "Condition  Dates)  to  perform  such  investigations
regarding  the  Premises,  including,  without  limitation,   the
condition  of the Premises, the zoning of the Premises,  and  the
suitability  of  the  Premises for Buyers  intended  use  of  the
Premises,  and  determine that the Premises  is  satisfactory  to
Buyer   in  its  sole  discretion  (the  "Condition");  provided,
however,  Buyer  shall provide Seller, within five  (5)  business
days  of  Buyers  receipt thereof, a copy  of  any  environmental
report,  survey, study, investigation and any written conclusions
disclosed  in  connection with such environmental studies  and/or
reports conducted with respect to the.. Premises."

     4.  The  parties hereto warrant and represent to each  other
with respect to themselves that (i) all necessary action has been
taken  to  authorize  the execution of this Amendment,  (ii)  the
person whO has executed this Amendment on behalf of each party is
duly  authorized  to do so, and (iii) this Amendment  constitutes
the  legal,  valid and binding obligation of the parties  hereto,
enforceable against such parties in accordance with its terms.

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

6.   In all other respects, the Agreement, shall remain unchanged
and in full force and effect.






               THIS SPACE INTENTIONALLY LEFT BLANK






     IN WITNESS WHEREOF, Seller and Buyer have entered into this
Amendment as of the date first above written.


                                   SELLER:

                                   GE CAPITAL FRANCHISE FINANCE
                                   CORPORATION, a Delaware
                                   corporation


                                   By/s/ David M Russell
                                   Name  David M Russell
                                   Its Senior Vice President


                                   BUYER:



                                   AEI FUND MANAGEMENT, INC., a
                                   Minnesota corporation


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