PURCHASE AGREEMENT

                    CENTURION VIDEO LTD.

                   HOLLYWOOD VIDEO STORES

   INDUSTRIAL BOULEVARD (HIGHWAY 158), SARALAND, ALABAMA,

                             AND

              HIGHWAY 190, COVINGTON, LOUISIANA

                              

      This Purchase Agreement (the "Agreement") entered into
and  effective  as  of the 8 day of October,  1998,  by  and
between  Centurion Video Ltd. (the "Seller")  and  AEI  Fund
Management,  Inc., a Minnesota corporation, or  its  assigns
(the "Buyer").

1.    Property.  Seller holds an undivided 100% interest  in
the   fee  title  to  that  certain  real  property  legally
described  in  the  attached Exhibit  "A"  (the  "Parcels").
Seller  wishes  to  sell and Buyer wishes  to  purchase  the
Parcels  and all improvements thereon developed as Hollywood
Video  stores  (the  "Improvements")  on  the  Parcels  (the
Parcels and the Improvements collectively, the "Property" or
"Properties").

2.    Lease.   The  Properties are  being  sold  subject  to
existing Leases of the Properties by and between Seller,  as
lessor,  and Hollywood Entertainment Corporation, as  lessee
(the  "Lessee"), each dated December 15, 1997 (the "  Lease"
or   "Leases").  Buyer shall have the right to approve  each
such  Lease  which approval shall include but shall  not  be
limited  to  an Opinion of Counsel from the State  in  which
each Property is located regarding the enforceability of the
Lease,  to  be obtained at Buyer's expense during the  First
Contingency Period as hereinafter defined.

3.   Closing Date.  The closing date on the Buyer's purchase
of  the Properties shall take place fifteen (15) days  after
the  end  of the First Contingency Period as herein defined,
subject  to  the Second Due Diligence Period. (the  "Closing
Date").

4.   Purchase Price.  The purchase prices for the Properties
are as follows:  Saraland, Alabama $1,332,305 and Covington,
Louisiana  $1,291,105 (the "Purchase Prices"),  which  as  a
contingency  to Buyer's obligations hereunder must  each  be
supported by an MAI appraisal of the Property to be obtained
by  Buyer  as  described in Article  8.03  hereof.   If  all
conditions precedent to Buyer's obligations to purchase have
been satisfied, Buyer shall deposit the Purchase Prices with
a  title company acceptable to Buyer as described in Article
6  hereof  (the  "Closing Agent") on or before  the  Closing
Date.

     Within five (5) business days of full execution of this
Agreement, Buyer will deposit $25,000 (the "Earnest  Money")
for  each  Property in an escrow account  with  the  Closing
Agent.   The  Earnest  Money will be  credited  against  the
Purchase  Price  paid by Buyer at closing when  and  if  the
transaction  contemplated herein  closes  and  the  sale  is
completed.

      The  balance of the Purchase Prices shall be deposited
by Buyer into an escrow account with the Closing Agent on or
before the Closing Date.  The Earnest Money is nonrefundable
following the expiration of the First Contingency Period  as
set forth in paragraph 8.01.

On    the    Closing   date   Buyer   shall    receive    an
overhead/supervision  reimbursement  for  each  property  as
follows:  Saraland, Alabama $38,805 and Covington, Louisiana
$37,605.   The remaining Purchase Prices shall be  disbursed
in accordance with this Agreement as designated herein.

5.    Escrow.   Escrow shall be opened by  Seller  with  the
Closing  Agent upon execution of this Agreement.  A copy  of
this  Agreement  will be delivered to the Closing  Agent  by
Seller  and will serve as escrow instructions together  with
any  additional instructions required by Seller and/or Buyer
or  their  respective counsels.  Seller and Buyer  agree  to
cooperate  with  the Closing Agent and sign  any  additional
instructions  reasonably required by the  Closing  Agent  to
close  escrow.  If there is any conflict between  any  other
instructions  and  this  Agreement,  this  Agreement   shall
control.

6.    Title.  Seller shall deliver to Buyer a commitment for
an  ALTA  Owner's Policy of Title Insurance (ALTA owner-most
recent edition), individually for each Property, issued by a
nationally recognized title insurance company acceptable  to
Buyer  (the "Title Company"), insuring marketable  title  in
the  Properties, subject only to such matters as  Buyer  may
approve  and contain such endorsements as Buyer may require,
including   extended  coverage  and  owner's   comprehensive
coverage  (the  "Title Commitment" or "Title  Commitments").
The  Title Commitments shall show Seller as the present  fee
owner  of the Properties and show Buyer as the fee owner  to
be insured.

The Title Commitments also shall include the following:

     (a)  an  itemization  of  all outstanding  and  pending
          special  assessments and an itemization  of  taxes
          affecting the Properties and the tax year to which
          they relate;

     (b)  shall state whether taxes are current and if not,
          show the amounts unpaid; and

     (c)  the  tax parcel identification numbers and whether
          the  tax  parcel includes property other than  the
          Properties to be purchased.

      All easements, restrictions, documents and other items
affecting  title  shall be listed in Schedule  "B"  of  each
Title  Commitment.  Copies of all instruments creating  such
exceptions must be attached to each Title Commitment.

      Buyer  shall be allowed ten (10) business  days  after
receipt  of  the  Title  Commitments  and  copies   of   all
underlying  documents  or  until  the  end  of   the   First
Contingency Period, whichever is later to be consistent with
Article 8.01 hereof, for examination and the making  of  any
objections thereto, said objections to be made in writing or
deemed  waived.  If any objections are so made,  the  Seller
shall be allowed thirty (30) days to cure such objections 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 cure Buyer's objections, or  is
unable to obtain insurable title within said thirty (30) day
period,  this  Agreement shall be null and void  and  of  no
further  force  and effect and the Earnest  Money  shall  be
returned  in  full  to Buyer immediately and  neither  party
shall  have any further duties or obligations to  the  other
hereunder

      The  Buyer shall also have ten (10) business  days  to
review  and  approve  any easement, lien,  hypothecation  or
other  encumbrance placed of record affecting the Properties
after the date of the Title Commitments.  If necessary,  the
Closing  Date  shall  be  extended by  the  number  of  days
necessary  for the Buyer to have ten (10) business  days  to
review  any  such items.  Such ten (10) business day  review
period shall commence on the date the Buyer is provided with
a  legible copy of the instrument creating such exception to
title.   The Seller agrees to inform the Buyer of  any  item
executed  by  the  Seller  placed of  record  affecting  the
Properties after the date of the Title Commitments.  If  any
objections  are so made, the Seller shall be allowed  thirty
(30)  days to cure such objections 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 cure Buyer's objections, or is unable to  obtain
insurable  title  within said thirty (30) day  period,  this
Agreement shall be null and void and of no further force and
effect  and the Earnest Money shall be returned in  full  to
Buyer  immediately and neither party shall have any  further
duties or obligations to the other hereunder.

7.    Site Inspection.  Each property has been inspected and
approved  by  Buyer.  Seller has agreed to  reimburse  Buyer
$1,500 for inspection costs.   Such reimbursement is due and
payable,  to Buyer, at the mutual execution of the  Purchase
Agreement.  This reimbursement is nonrefundable in the event
this transaction is terminated by either Seller or Buyer for
any reason.

8.   Due Diligence and Contingency Periods.

8.01  First  Due  Diligence Documents and First  Contingency
Period.   Buyer  shall have until the later of  thirty  (30)
days  from  the Date of the Purchase Agreement or until  the
end  of the tenth (10th) business day after the delivery  of
all  of  the  Seller provided First Due Diligence  Documents
(the  "First  Contingency Period") to  conduct  all  of  its
inspections,  due  diligence and review  to  satisfy  itself
regarding each item, the Properties and this transaction.

Due  Diligence  Documents,  for each  Property,  are  to  be
delivered  by Seller at Seller's expense unless specifically
designated  herein  to  be obtained by  Buyer  as  described
below:

     (a)  The  Title  Commitment, of current or recent  date
          and  copies  of  all exceptions  to  title  listed
          therein;
     
     (b)  Existing  ALTA  As-Built survey of  the  Property,
          dated   after   the  completion  of  the   present
          improvements  on  the Property,  with  a  reliance
          letter from the surveyor to Buyer;
     
     (c)  Copies  of  the  Lease  and  all  amendments   and
          assignments thereto, Seller already provided;
     
     (d)  Phase  I  environmental assessment report prepared
          by  a  company  satisfactory to  Buyer  containing
          evidence  that  the  Property  complies  with  all
          federal,    state    and    local    environmental
          regulations,  to be of current date and  certified
          to  Buyer.  Seller and Buyer shall each  pay  one-
          half the cost of updating existing reports and the
          cost  for  Seller and Buyer each shall not  exceed
          $500 per property;
     
     (e)  Copies of the insurance certificates for  Lessee
          as required by the Lease;
     
     (f)  Final   plans   and  specifications   for   the
          Improvements;
     
     (g)  All  documents Title Company deems necessary  to
          support the authority of the persons executing any
          documents on behalf of the Seller or Lessee;
     
     (h)   Existing soils report;
     
     (I)  Permits and licenses issued or required for  the
          operation of the premises by Tenant, if any;
     
     (j)   Real estate tax statement;
     
     (k)   Certificate of Occupancy;
     
     (l)  MAI appraisal, stating the value of the Property
          with  the completed Improvements thereon to be  of
          current  date and certified to Buyer and shall  be
          paid for and obtained by Buyer;
     
     (m)  Seller  prepared  AIA Certificate  of  Substantial
          Completion executed by the general contractor  and
          Seller  certifying, to Seller as of the completion
          date  of  the  Improvements, that the Improvements
          have  been completed in accordance with the  plans
          and  specifications and the soils report  for  the
          Property  and comply with all applicable building,
          zoning, energy, environmental laws and regulations
          and the Americans with Disabilities Act; and
     
     (n)  Zoning compliance letter from the municipality  or
          county  exercising  land  use  control  over   the
          Property  in  form and substance  satisfactory  to
          Buyer,  to be obtained by Buyer, to be of  current
          date and certified to Buyer.
     
      (All of the above described documents (a) through  (n)
are   hereinafter  collectively  the  "First  Due  Diligence
Documents").

      Buyer may cancel this Agreement for any reason in  its
sole  discretion by delivering a cancellation notice, return
receipt requested, to Seller and Closing Agent prior to  the
end  of  the  First  Contingency Period. All  due  diligence
documents, provided by Seller, are to be returned to  Seller
and  the  Earnest Money shall be returned in full  to  Buyer
immediately and neither party shall have any further  duties
or obligations to the other hereunder.  Such notice shall be
deemed effective upon receipt by Seller.

8.02  Form  of Closing Documents.  Prior to the end  of  the
First  Contingency Period, Seller and Buyer shall  agree  on
the  form of the following documents, for each Property,  to
be  delivered to Buyer on the Closing Date by Seller as  set
forth in Article 14 hereof:

     (a)  Special warranty deed;
     
     (b)  Seller's Affidavit;
     
     (c)  FIRPTA Affidavit;

     (d)  Assignment of the Lease;
     
     (e)  Assignment of warranties from the party or parties
          constructing the Improvements on the Property;
     
     (g)  Seller  prepared  AIA Certificate  of  Substantial
          Completion executed by the general contractor  and
          Seller, certifying, to Seller as of the completion
          date  of  the  Improvements, that the Improvements
          have  been completed in accordance with the  plans
          and  specifications and the soils report  for  the
          Property  and comply with all applicable building,
          zoning, energy, environmental laws and regulations
          and the Americans with Disabilities Act;
     
     (h)   Estoppel from Lessee;
     
     (I)  Indemnity  from Seller in favor  of  Buyer  over
          representations and warranties (including but  not
          limited  to  construction matters) for  which  the
          Landlord is liable under the Lease;
     
     (j)  Any  documentation modifying the Lease as  may  be
          required  by  Buyer and agreed  to  between  Buyer
          and/or Seller and Tenant; and
     
     (k)  The  Assignments of all warranties,  and  if  such
          warranties  are  not unassignable on  their  face,
          the written consents of the assignments thereof by
          the  party giving the warranty from the  party  or
          parties  constructing  the  Improvements  on   the
          Property.
     
In  the  event that Seller and Buyer, and where  applicable,
Lessee,  do  not reach mutual agreement on the form  of  the
above  described documents (a) through (k) prior to the  end
of  the  First  Contingency Period, this  Agreement  may  be
terminated  by either Seller or Buyer and the Earnest  Money
shall  be  returned  in  full to the Buyer  immediately  and
neither  party shall have any further duties or  obligations
to the other hereunder.

8.03  Second  Due Diligence Documents and Second Contingency
Period.

(A)  As soon as available, but in any event no later than at
least ten (10) business days prior to the Closing Date  (the
"Second Contingency Period"), Seller shall deliver to Buyer,
for  each  Property,  the following  items  for  review  and
acceptance:
     
     (1)  Any documents or written summary of facts known to
          Seller  that  materially   change or render incomplete,
          invalid,  or inaccurate any of the First Due  Diligence
          Documents; and
     
     (2)  Seller to provide representation to Buyer that the
          transaction contemplated herein does not represent
          a fraudulent conveyance.
     
     (All  of the above described documents (1) through  (2)
     are  hereinafter collectively the "Second Due Diligence
     Documents").
     
     Buyer shall have ten (10) business days to examine  and
     to   accept  all  of  the  above-described  Second  Due
     Diligence Documents.  After Buyer's receipt and  review
     of the Second Due Diligence Documents, Buyer may cancel
     this  Agreement  if  any of the  Second  Due  Diligence
     Documents  are  not acceptable to Buyer,  in  its  sole
     discretion,  by  delivering a cancellation  notice,  as
     provided  herein, to Seller and Closing Agent prior  to
     the  end of the Second Contingency Period.  Such notice
     shall  be  deemed effective upon receipt by Seller.  If
     Buyer  so terminates this Agreement, the Earnest  Money
     shall  be  returned  in full to Buyer  immediately  and
     thereafter neither party shall have any further  duties
     or obligations to the other hereunder.
     
       It   shall  be  a  condition  precedent  to   BuyerOs
obligations  to  close hereunder that  there  have  been  no
material changes in any of the information reflected in  the
First  or Second Due Diligence Documents after the  date  of
such document and prior to closing.

      Until this Agreement is terminated or the Closing  has
occurred,  Seller  shall deliver to Buyer any  documentation
that  comes in Seller's possession that modifies any of  the
First  or  Second  Due  Diligence Documents,  including  the
Lease,  or  could  render any of the  First  or  Second  Due
Diligence  Documents  materially inaccurate,  incomplete  or
invalid.   Buyer shall, in any event, have five (5) business
days  before  the Closing Date to review any  such  document
and, if necessary, the Closing Date shall be extended by the
number of days necessary for Buyer to have five (5) business
days to review any such document or documents.

      9.    Closing  Costs.  Seller shall pay all  costs  of
closing,  including, but not limited to, the  owner's  title
insurance   commitment  and policy, recording  fees,  escrow
fees, any brokerage fees to American Asset Advisors and  the
costs of updating and certifying all Due Diligence Documents
unless  otherwise  designated herein to be  paid  by  Buyer.
Each  party  will pay its own attorneys' fees to close  this
transaction.  Buyer is to pay any transfer fees or  mortgage
registration  taxes  resulting  from  its  recording  of   a
mortgage  or deed of trust on any of the Properties.  Seller
and  Buyer shall each pay one-half the cost of updating  the
existing Phase I environmental reports limited to each party
paying up to $500 per property.

10.   Real  Estate Taxes and Assessments.  Seller represents
to  Buyer that to the best of its knowledge, all real estate
taxes  and  installments  of  special  assessments  due  and
payable  on or before the Closing Date have been or will  be
paid  in  full  as  of the Closing Date.  It  is  understood
between  Seller and Buyer that all unpaid levied and pending
special assessments are paid by the Lessee and shall be  the
responsibility  of  the Lessee under  the  Lease  after  the
Closing Date.

       In   the  event  Lessee  does  not  pay  any  special
assessments or real estate taxes that are the responsibility
of  the  Lessee under the Lease, Seller and Buyer  agree  to
each  pay its prorata share of said assessments or taxes  as
of the Closing Date.

11.  Prorations. The Buyer and the Seller, as of the Closing
Date, shall prorate: (i) all rent due under the Leases, (ii)
ad  valorem  taxes,  personal  property  taxes,  charges  or
assignments  affecting the Properties (on  a  calendar  year
basis), (iii) utility charges, including charges for  water,
gas,  electricity,  and sewer, if any, (iv)  other  expenses
relating  to the Properties which have accrued but not  paid
as  of  the  Closing  Date,  based  upon  the  most  current
ascertainable   tax   bill   and  other   relevant   billing
information, including any charges arising under any of  the
encumbrances   to   the  Property.   To  the   extent   that
information for any such proration is not available  on  the
Closing  Date or if the actual amount of such taxes, charges
or  expenses differs from the amount used in the  prorations
at  closing,  then  the parties shall make  any  adjustments
necessary  so  that the prorations at closing  are  adjusted
based  upon  the  actual amount of such  taxes,  charges  or
expenses.   The  parties agree to make such reprorations  as
soon  as  possible after the actual amount  of  real  estate
taxes,  charges  or  expenses prorated  at  closing  becomes
available.

12.   Seller's  Representations and  Warranties.   For  each
Property, Seller represents and warrants as of this date and
to the best of Seller's actual knowledge that:

     (a)  Except  for  this Agreement and the Lease  between
          Seller and Hollywood Entertainment Corporation, it
          is  not  aware of any other agreements  or  leases
          with respect to the Property.
     
     (B)  Seller  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 hereunder.
     
     (C)  Seller  does  not have any actions or  proceedings
          pending,   which  would  materially   affect   the
          Property  or Lessee, except matters fully  covered
          by insurance.
     
     (D)  The  consummation of the transactions contemplated
          hereunder,  and the performance of this  Agreement
          and  the delivery of the special 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.
     
     (E)  All   of   Seller's  covenants,  agreements,   and
          representations made herein, and in  any  and  all
          documents which may be delivered pursuant  hereto,
          shall survive the delivery to Buyer of the special
          warranty  deed  and other documents  furnished  in
          accordance  with this Agreement, for a  period  of
          one  (1)  year  and  the  provision  hereof  shall
          continue  to  inure  to BuyerOs  benefit  and  its
          successors and assigns.
     
     (F)  The  Property  is in good condition, substantially
          undamaged by fire and other hazards, and  has  not
          been   made   the  subject  of  any   condemnation
          proceeding.
     
     (G)  The  use and operation of the Property now  is  in
          full  compliance with applicable local, state  and
          federal   laws,   ordinances,   regulations    and
          requirements.
     
     (H)  These   Seller's  representations  and  warranties
          deemed  to  be true and correct as of the  Closing
          Date  and shall survive the closing, for a  period
          of one (1) year.
     
     (I)  Seller  has  not caused or permitted any,  and  to
          Seller's actual knowledge, the Property is not  in
          violation  of,  any federal, state or  local  law,
          ordinance  or  regulations relating to  industrial
          hygiene  or  to  the environmental conditions  on,
          under  or about the Property, including,  but  not
          limited  to, soil and groundwater conditions.   To
          Seller's  actual 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.
     
     (J)  The   transaction  contemplated  herein  does  not
          represent a fraudulent conveyance.

13.    Buyer's   Representations  and   Warranties.    Buyer
represents and warrants to Seller that:

     (a)  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 hereunder.
     
     (B)  To  Buyer's  knowledge, neither the execution  and
          delivery of this Agreement nor the consummation of
          the   transaction  contemplated   hereunder   will
          violate  or  be in conflict with any agreement  or
          instrument to which Buyer is a party or  by  which
          Buyer is bound.
     
     (C)  These   Buyer's  representations  and   warranties
          deemed  to  be true and correct as of the  Closing
          Date and shall survive the closing.
     
14.  Closing.

(a)   Three  (3)  days  prior  to  the  Closing  Date,  with
simultaneous copy to Buyer, Seller will deposit into  escrow
with  the  Closing Agent the following documents,  for  each
Property:

     (1)  A  Special warranty deed conveying insurable title
          to the Property to Buyer, in form and substance as
          agreed  to  between Seller and  Buyer  during  the
          First Contingency Period;
     
     (2)  Estoppel letter from Lessee, in form and substance
          as  agreed to between Seller and Buyer during  the
          First Contingency Period;
     
     (3)  Affidavit  of  Seller, in form  and  substance  as
          agreed  to  between Seller and  Buyer  during  the
          First Contingency Period;
     
     (4)  FIRPTA  Affidavit, in form and substance as agreed
          to  between  Seller  and Buyer  during  the  First
          Contingency Period;
     
     (5)  Assignment  of  Lease, in form  and  substance  as
          agreed  to  between Seller and  Buyer  during  the
          First Contingency Period;
     
     (6)  Any  documentation modifying the Lease as  may  be
          required  by  Buyer and agreed  to  between  Buyer
          and/or   Seller  and  Lessee  during   the   First
          Contingency Period;
     
     (7)  Assignments  of  all warranties (and  the  written
          consents  of the assignments thereof by the  party
          giving  the  warranty) from the party  or  parties
          constructing the Improvements on the Property;
     
     (8)  Original insurance policy of Lessee as required by
          the Lease;
     
     (9)  Copy  of  the  final unconditional Certificate  of
          Occupancy  for  the Property authorizing  LesseeOs
          use and occupancy of the Property;
     
     (10) Certificate of Completion executed by the project
          architect,  general contractor and the Seller,  in
          form and substance as agreed to between the Seller
          and   Buyer   prior  to  the  end  of  the   First
          Contingency Period;
     
     (11) A  down-dated  title commitment for  an  owner's
          title  insurance policy, reflecting only permitted
          exceptions  approved  by Buyer  during  the  First
          Contingency  Period and including all endorsements
          required   by   Buyer,   with   all   Schedule   C
          requirements, if any, removed;
     
     (12) Copies  of  any  and all certificates,  permits,
          licenses   and   other   authorizations   of   any
          governmental body or authority which are necessary
          to   permit   the   use  and  occupancy   of   the
          Improvements;
     
     (13) Project  cost  statement,  signed  by   Seller,
          itemizing,  at  a  minimum, the  following  costs:
          land  acquisition, building construction and  site
          work;
     
     (14) Seller indemnification from Seller to Buyer  for
          Landlord's representations and warranties  in  the
          Lease,   for  a  period  of  one  (1)  year   from
          Commencement Date of each Lease; and
     
     (15) The  original Lease and any Amendments  thereto,
          executed by all parties.
     
(B)   On or before the Closing Date, Buyer will deposit  the
Purchase Price with the Closing Agent;

(c)  Both parties will sign and deliver to the Closing Agent
any other documents reasonably required by the Closing Agent
and/or the Title Company.

15.  Termination.  This Agreement may be terminated prior to
closing at Buyer's option and the Earnest Money returned  to
Buyer  in  full  immediately in the  event  of  any  of  the
following occurrences:

     (a)  Seller  fails  to  comply with any  of  the  terms
          hereof;
     
     (b)  A   default   exists  in  any  material  financial
          obligation of Seller or Lessee;
     
     (c)  Any   representation  made  or  contained  in  any
          submission  from Seller or Lessee, or in  the  Due
          Diligence   Documents,  proves   to   be   untrue,
          substantially  false  or misleading  at  any  time
          prior to the Closing Date;
     
     (d)  There  has been a material adverse change  in  the
          financial condition of Lessee or there shall be  a
          material  action,  suit or proceeding  pending  or
          threatened  against Seller which affects  SellerOs
          ability to perform under this Agreement or against
          Lessee  which affects Lessee's ability to  perform
          under the Lease;
     
     (e)  Any    bankruptcy,   reorganization,   insolvency,
          withdrawal, or similar proceeding is instituted by
          or against Seller or Lessee;
     
     (f)  Seller or Lessee shall be dissolved, liquidated or
          wound up; and
     
     (g)  Notice  given  by Buyer pursuant to any  right  of
          termination herein.
     
16.  Damages, Destruction and Eminent Domain.  If, prior  to
the  Closing  Date, any one of the Properties, or  any  part
thereof, should be destroyed or further damaged by fire, the
elements,  or any cause, due to events occurring  subsequent
to  the  date of this Agreement, this Agreement shall become
null  and  void,  at  Buyer's option, exercised  by  written
notice  to Seller within ten (10) business 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 (a) all contingencies  set
forth  in  Article 8 hereof have been satisfied, or  waived;
and  (b)  any period provided for above in Article 8  hereof
for  Buyer to elect to terminate this Agreement has  expired
or  Buyer  has, by written notice to Seller, waived  BuyerOs
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 respective Purchase Price, and Seller shall assign to
Buyer  the Seller's right, title and interest in and to  all
insurance proceeds 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 the Lessee.

      If prior to closing, any one of the Properties, 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 and 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 all
the  Seller's right, title and interest in and to any  award
made,  or  to  be made, in the condemnation proceeding  pro-
rata, subject to rights of the Lessee.

     In the event that this Agreement is terminated by Buyer
as  provided  above, the Earnest Money shall be returned  to
Buyer immediately after execution by Buyer of such documents
reasonably  requested by Seller to evidence the  termination
hereof.

17.  Notices.  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:  Centurion Video Ltd.
               C/O Centurion Development Corp.
               5031 - F West WT Harris Boulevard
               Charlotte, North Carolina  28269
               Attention:  Jeff Wakeman
               Phone No.:  (704) 598-0056 x11

If to Buyer:   AEI Fund Management, Inc.
               1300 Minnesota World Trade Center
               30 E. 7th Street
               St. Paul, Minnesota 55101
               Attention:  Robert P. Johnson
               Phone No.: (612) 227-7333

      Notice shall be deemed received 48 hours after  proper
deposit in U.S. Mail, or 24 hours after proper deposit  with
a nationally recognized overnight courier.



18.  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  Properties  and  the  other   matters
described,   and  it  supersedes  any  other  agreement   or
understandings.   Exhibits attached to  this  Agreement  are
incorporated into this Agreement.

b.  If the transaction contemplated hereunder does not close
by  the  Closing Date, through no fault of Buyer, Buyer  may
either,  at  it election, extend the Closing Date,  exercise
any  remedy  available  to  it by  law,  or  terminate  this
Agreement  and  receive  its  Earnest  Money  back  in  full
immediately.

c.   This  Agreement shall be assignable by  Buyer,  at  its
option,  in  whole or in part, in such manner as  Buyer  may
determine, to an affiliate of affiliates of Buyer.

d.   The  Buyer  and Seller each warrant to the  other  that
American  Asset Advisors is the only party which either  has
dealt  with  which would result in a claim for a commission.
Seller  acknowledges that Seller is solely  responsible  for
any  claim  of commission that American Assets Advisors  may
have concerning this transaction.

e.    Seller   and   Buyer  agree  that   it   is   Seller's
responsibility to continue liability under the  Leases  with
regard to any Landlord warranty of construction through  the
first  anniversary date of the Leases.  For  each  Property,
Seller  will  provide,  in a form acceptable  to  Buyer,  an
indemnification  of  warranty  of  construction.   For  each
Lease,  Seller  will further assist Buyer in  obtaining   an
Estoppel from the Tenant.

      Buyer  is submitting this offer by signing a  copy  of
this  Agreement  and  delivering it to Seller.   Seller  has
until  October  12, 1998 within which time  to  accept  this
offer  by  signing  and returning this Agreement  to  Buyer.
When  executed  by both parties, this Agreement  will  be  a
binding  agreement  for  valid and sufficient  consideration
which   will  bind  and  benefit  Seller,  Buyer  and  their
respective successors and assigns.

   The remainder of this page has been intentionally left
                           blank.



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


SELLER:

CENTURION VIDEO LTD.                           Attest:
By:  Centurion Development Corp.
     Its:  General Partner

     By: /s/ Jeffery R Wakeman               /s/ Marva Reddington
      Its: President                             Marva Reddington
                                                 Print Name




BUYER:

AEI FUND MANAGEMENT, INC.                    Attest:

By: /s/ Robert P Johnson                     /s/ Barbara J Kochevar
        Robert P. Johnson, its President         Barbara J Kochevar       
                                                 Print Name



                         EXHIBIT "A"
                              
               Legal Description of the Parcel
                              
                      SARALAND, ALABAMA
                              


Lot 1 of Wal*Mart Square, according to a plat thereof as
recorded in Map Book 70, Page 25 of the Probate Court
Records, Mobile County, Alabama


                    COVINGTON, LOUISIANA

PARCEL NO. 2-1

Beginning at a point along Vendor's southerly property line,
which point is also along the easterly existing right of way
of La-US 190 Business and which if point were extended would
intersect project centerline at highway Survey Stateion
210+39.90 and where there is a 1/2 inch iron pipe; thence
proceed North 09 degrees 56' 52" East a distance of 154.76
feet to a point and corner where there is a 1/2 inch iron
pipe which point is along the Vendor's notherly p roperty
line, which line intersects project centerline at highway
Survey Station 211+95.68;thence proceed North 55 degrees 58'
38" East a distance of 20.94 feet to a point and corner;
thence proceed along the arc of a curve having radius of
1,328.24 feet (the chord which bears South 09 degrees 12'
37" West a distance of 153.75 feet) an arc distance of
153.84 feet to a point and corner which point is along
Vendor's southerly property line, which if point were
extended would intersect project centerline at Highway
Survey Station 211+01.83 and which point is 62 feet from
project centerline; thence proceed South 57 degrees 33' 28"
West a distance of 23.09 feet to a point of beginning and
containing a net required area of 2,720.6 square feet.


All being a portion of the same property acquired by Mose
and Joyce Ellis by Act recorded March 20, 1974, COB 725,
Page 724 in the records of ST. Tammany parish, Louisian,
less and except conveyed by Mose and Joyce Ellis (Parcel No.
2-1) on or about March, 1998.
EXHIBIT "B"
                              
            FINANCIAL DOCUMENTATION REQUIREMENTS

Prior  to  closing, the following must be received
and  approved  by  AEI,  along  with  those  items
specified more fully in the Purchase Agreement:

        I.  Representation, satisfactory  to  Buyer,  that
        the  sale  of  the  Parcel does not  constitute  a
        fraudulent conveyance.

        II. Itemized budget of total project cost  for  the
        property to be purchased.

Items I & II above must be signed by an authorized officer
of   Seller  certifying  to  the  accuracy  thereof.   The
certification language must read as follows:

   "The  undersigned hereby certifies and  warrants
   that   the   information  contained   in   these
   documents is true and correct, understands  that
   AEI  is  relying  upon such  information  as  an
   inducement   for   entering  into   a   purchase
   transaction with the undersigned, and  expressly
   represents that AEI may have reliance upon  such
   information."