-- EXECUTION COPY --
                                
                                
                                
                       PURCHASE AGREEMENT
                               FOR
                    HOLLYWOOD VIDEO PROPERTY
                               AT
                      1304 WOODWARD AVENUE
                     MUSCLE SHOALS, ALABAMA
                                
                                
                                
THIS  PURCHASE  AGREEMENT  (the  "Agreement")  entered  into  and
effective as of the 19th day of April , 1999, by and between  NOM
Muscle Shoals, 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 "Parcel"). Seller wishes to sell,  and
Buyer wishes to purchase, the Parcel and all improvements thereon
developed as a Hollywood Video store (the "Improvement")  on  the
Parcel   (the  Parcel  and  the  Improvement  collectively,   the
"Property").

2.    LEASE.  The Property is being sold subject to  an  existing
Lease  with  Hollywood Entertainment Corporation, (the "Lessee"),
of  execution date September 3, 1998 (the " Lease"). Buyer  shall
have  the  right  to  approve  such Lease  which  approval  shall
include, but shall not be limited to, an Opinion of Counsel  from
the   State   in   which  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 for Buyer's purchase of  the
Property  shall be 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 price for the Property shall be
one   million   two   hundred  seventy-seven   thousand   dollars
($1,277,000) which price must be supported by an MAI appraisal of
the  Property (such appraisal shall be provided by  Buyer  at  no
cost   to   Seller).  If  all  conditions  precedent  to  Buyer's
obligations to purchase have been satisfied, Buyer shall  deposit
the  Purchase Price with a nationally recognized title  insurance
company acceptable to Buyer as described in Article 6 hereof (the
"Closing Agent") on or before the Closing Date.

Not more than five (5) business days after full execution of this
Agreement,  Buyer will deposit twenty thousand dollars  ($20,000)
for  the  purchase of the Property in an escrow account with  the
Closing  Agent.  Such  deposit and all  interest  earned  thereon
(collectively, 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 Price 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, except as otherwise set forth herein.

On  the  Closing Date, the Purchase Price shall be  disbursed  as
designated in this Agreement.

5.    ESCROW.  Escrow shall be opened by Seller with the  Closing
Agent  upon  full 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 upon purchase of the Property.
If  there is any conflict between any other instructions  to  the
Closing Agent 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)  for  the  Property, issued by a  nationally  recognized
title   insurance  company  acceptable  to  Buyer   (the   "Title
Company"), insuring marketable title to the Property subject only
to  such  matters  as  Buyer  may  approve  and  containing  such
endorsements  as  Buyer may require, including extended  coverage
and  owner's comprehensive coverage (the "Title Commitment"). The
Title  Commitment shall show Seller as the present fee  owner  of
the Property and show Buyer as the fee owner to be insured.

The Title Commitment shall also:

     A.   include  an itemization of all outstanding and  pending
          special  assessments and taxes affecting  the  Property
          and the tax year to which they relate;

     B.   include  a  statement as to whether taxes are  current,
          and if not, show the amounts unpaid; and

     C.   include  the  tax parcel identification  number  and  a
          statement  as  to  whether  the  tax  parcel   includes
          property other than the Property to be purchased.

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

Buyer  shall be allowed ten (10) business days after  receipt  of
the  Title  Commitment 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 to the  Title  Commitment,  said
objections  to  be  made  in writing or  deemed  waived.  If  any
objections are so made, 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  effort  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 Buyer's Earnest Money shall be
immediately  returned to Buyer in full and  neither  party  shall
have any further duties or obligations to the other hereunder.

Buyer  shall  also  have ten (10) business  days  to  review  and
approve  any  easement, lien, hypothecation or other  encumbrance
placed  of  record affecting the Property after the date  of  the
Title  Commitment.  If  necessary,  the  Closing  Date  shall  be
extended  by the number of days necessary for Buyer to  have  ten
(10)  business  days  to review any such  items.  Said  ten  (10)
business  day review period shall commence on the date  Buyer  is
provided  with  a  legible copy of the instrument  creating  such
exception  to title. Seller agrees to inform Buyer  of  any  item
executed  by  Seller and placed of record affecting the  Property
after the date of the Title Commitment. If any objections are  so
made,  Seller  shall be allowed thirty (30)  days  to  cure  such
objections  or,  in the alternative, to obtain a  commitment  for
insurable title insuring over BuyerOs objections. If Seller shall
decide to make no effort to cure BuyerOs 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 immediately  returned  to
Buyer in full and neither party shall have any further duties  or
obligations to the other hereunder.

7.    SITE INSPECTION. Buyer shall have the option to inspect and
approve the Property during the First Contingency Period.

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  ten  (10)
business days after the delivery of all of Seller provided  First
Due  Diligence  Documents  (the "First Contingency  Period"),  to
conduct all of its inspections, due diligence and review  and  to
satisfy  itself regarding each item, regarding the  Property  and
regarding this transaction.

The following Due Diligence Documents for the Property are to  be
delivered   to  Buyer  by  Seller  at  Sellers  expense,   unless
specifically designated herein as being obtained by Buyer,:

     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  accompanied  by a reliance  letter  from  the
          surveyor to Buyer;
     
     C.   Copies of the Lease, and all amendments and assignments
          thereto;
     
     D.   Phase I environmental site assessment report and report
          of limited groundwater investigation, prepared by Bhate
          Environmental     Associates,    Inc.,    environmental
          engineers,   containing  evidence  that  the   Property
          complies   with   all   federal,   state   and    local
          environmental  regulations  and  of  current  date  and
          certified to Buyer.
     
     E.   Copies  of  the  insurance certificate  for  Lessee  as
          required by the Lease;
     
     F.   Final plans and specifications for the Improvements;
     
     G.   All  documents which the Title Company deems  necessary
          to  support the authority of the persons executing  any
          documents on behalf of Seller or Lessee;
     
     H.   Existing soils report;
     
     I.   Permits  and  licenses  issued  or  required  for   the
          operation of the premises by Lessee, if any;
     
     J.   Real estate tax statement;
     
     K.   Certificate of Occupancy;
     
     L.   MAI  appraisal  (less than one year  old)  stating  the
          value  of  the Property with the completed improvements
          thereon,  of  current date and certified to  Buyer  (If
          Buyer elects to rely upon the appraisal of the Property
          dated  August  20,  1998,  prepared  by  Huber  &  Lamb
          Appraisal  Group, Inc., Buyer shall pay  the  cost,  if
          any, of having the appraisal certified to 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".

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

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, all to be delivered to Buyer by  Seller
on the Closing Date, 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   for
          representations and warranties for which  the  Landlord
          is liable under the Lease, including but not limited to
          construction matters;
     
     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  immediately
returned  to  Buyer  in  full and neither party  shall  have  any
further duties or obligations to the other hereunder.


8.03  SECOND  DUE  DILIGENCE  DOCUMENTS  AND  SECOND  CONTINGENCY
PERIOD.

As  soon  as  available, but in any event no less than  ten  (10)
business  days prior to the Closing Date (the "Second Contingency
Period"),  Seller shall deliver to Buyer the following items  for
Buyer's 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's  representation to Buyer that the  transaction
          contemplated  herein  does not represent  a  fraudulent
          conveyance by Seller.
     
     All  of  the  above  described documents  (1)  and  (2)  are
     hereinafter  collectively referred to  as  the  "Second  Due
     Diligence Documents".
     
     Buyer  shall  have  ten (10) business days  to  examine  and
     accept  or reject all of the Second Due Diligence Documents.
     If  any  of  the  Second  Due Diligence  Documents  are  not
     acceptable  to  Buyer,  in its sole  discretion,  Buyer  may
     cancel  this Agreement 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  mailing  by  Buyer.  If  Buyer   so
     terminates  this  Agreement,  the  Earnest  Money  shall  be
     immediately returned to Buyer in full and thereafter neither
     party  shall have any further duties or obligations  to  the
     other hereunder.
     
It shall be a condition precedent to Buyer's obligations to close
the  purchase of the Property hereunder that, after the  date  of
any  due diligence document and prior to closing, there have been
no  material changes in any of the information reflected  in  the
First or Second Due Diligence Documents.

Until  this Agreement is terminated, or the Closing has occurred,
Seller  shall  deliver to Buyer any documentation, including  the
Lease,  that comes into Seller's possession and modifies  any  of
the  First or Second Due Diligence Documents, 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 to terminate this agreement if such document is
not acceptable to Buyer in its sole discretion. If necessary, the
Closing  Date  shall be extended by the number of days  necessary
for  Buyer  to  have five (5) full business days  to  review  and
approve any such document or documents.

9.    CLOSING  COSTS.  Seller shall pay the  following  costs  of
closing:  the  owner's  title  insurance  commitment  and  policy
(including  the cost of deletion of any standard exceptions,  but
not  the  cost  of  any further endorsements),  recording  costs,
transfer  fees, any brokerage fees and the costs of updating  and
certifying  all  Due Diligence Documents unless  such  costs  are
otherwise  designated  herein  as  being  paid  by  Buyer.  Buyer
represents  that it has dealt with no broker in regards  to  this
transaction  other  than  Wade Lennox of  the  Lennox  /  Massell
Companies  whose brokerage fee, if any, shall be paid by  Seller.
Seller and Buyer shall each pay one-half of the escrow fee.  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
the Property.

10.   REAL  ESTATE  TAXES AND ASSESSMENTS. Seller  represents  to
Buyer  that  to  the best of Seller's 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. As of the Closing Date, Buyer and Seller  shall
prorate:  (i)  all  rent due under the Leases,  (ii)  ad  valorem
taxes,  personal property taxes, charges or assignments affecting
the  Property (on a calendar year basis), (iii) utility  charges,
including charges for water, gas, electricity, and sewer, if any,
(iv)  other expenses relating to the Property which have  accrued
and become delinquent and not paid in the year of closing, 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 Date  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 the  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 in  existence
          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  transaction   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, representations
          and   warranties  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  this
          provision  hereof  shall continue to inure  to  Buyer's
          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 is currently  in
          full  compliance  with  applicable  local,  state   and
          federal laws, ordinances, regulations and requirements.
     
     H.   These  Seller's  representations  and  warranties   are
          deemed  to  be true and correct as of the Closing  Date
          and shall survive the closing for a period of one year.
     
     I.   To  Seller's  best 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. Seller  has  not
          caused or permitted the Property to be 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.
     
     J.   The  transaction contemplated herein does not represent
          a fraudulent conveyance by Seller.

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 for a period of one (1) year.
     
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 the 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 Lessee's use and
          occupancy of the Property;
     
     10.  Certificate  of  Completion executed by  the  project's
          general contractor and Seller, in form and substance as
          agreed to between 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
          any Schedule C requirements 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 and itemizing,
          at  a  minimum, the following costs: land  acquisition,
          building construction and site work;
     
     14.  SellerOs   indemnification  to  Buyer  for   Landlord's
          representations and warranties in the  Lease,  if  any;
          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  immediately
returned  to  Buyer in full 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   Seller's
          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,  the  Property  or  any  part  thereof  should  be
destroyed or 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 in Article 8 hereof for Buyer  to  elect  to
terminate  this Agreement has expired, or Buyer has,  by  written
notice  to  Seller,  waived  Buyer's  right  to  terminate   this
Agreement.  If  Buyer  elects to proceed and  to  consummate  the
purchase  despite said damage or destruction, there shall  be  no
reduction in, or abatement of, the respective Purchase Price  and
Seller  shall  assign to Buyer all of SellerOs 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, the Property or any part thereof is  taken
by  eminent domain, this Agreement shall become null and void  at
Buyer's option. If Buyer elects to proceed 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  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 this Agreement is terminated by Buyer as  provided
herein, the Earnest Money shall be immediately returned to  Buyer
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/her 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:  Newton Oldacre McDonald
               200 31st Avenue North, Suite 200
               Nashville, Tennessee  37203
               Attn: Mr. Mark McDonald
               Phone:  615-383-6866


If to Buyer:   AEI Fund Management, Inc.
               1300 Minnesota World Trade Center
               30 East Seventh Street
               St. Paul, Minnesota 55101
               Attn:  Robert P. Johnson
               Phone:  651-227-7333

      Notice  shall  be  deemed received 48  hours  after  proper
deposit  in  US Mail, or 24 hours after 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. All waivers must be in  writing
and  signed  by  the waiving party. Time is of the essence.  This
Agreement will not be construed for or against a party whether or
not that party has drafted this Agreement. If there is any action
or proceeding between the parties relating to this Agreement, the
prevailing party will be entitled to recover attorney's fees  and
costs.  This is an integrated agreement containing all agreements
of the parties about the Property and the other matters described
and it supersedes any other 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,  at  its
election,  either  extend the Closing Date, exercise  any  remedy
available  to it by law, or terminate this Agreement and  receive
the immediate full return of the Earnest Money.

C.    At  its option, this Agreement shall be assignable by Buyer
to  an  affiliate(s) of Buyer, in whole or in part  and  in  such
manner as Buyer may determine.



        (The rest of this page intentionally left blank.)

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


SELLER:                                  WITNESS:

    NOM Muscle Shoals, Ltd.              By: /s/ Cynthia M Knight
    By: Corporate General, Inc.,
        its sole general partner         Print: Cyntia M Knight

    By: /s/ Mark McDonald
            Mark McDonald
    Its: Vice President


NOTARY: /s/ Dawn Curtis
commission expires 7/27/2002






BUYER:                                  WITNESS:

     AEI FUND MANAGEMENT, INC.          By: /s/ Thomas E Lehmann

     By: /s/ Robert P Johnson Print:            Thomas E Lehmann
             Robert P. Johnson
     Its:  President


NOTARY: /s/ Barbara J Kochevar

[notary seal]





                                
                                
                                
                           EXHIBIT "A"
                                
                        LEGAL DESCRIPTION
                                

Colbert County, Alabama, and being more particularly described s
follows:  Commence at the NE corner of the SE 1/4 of the SE 1/4
of said Section 34; thence N 88 degrees 53O 26O W. 19.32 feet to
the point of beginning of the tract of land hereby described;
thence S 88 degrees 53O 26O E. 19.32 feet to a point; thence S 89
degrees 15O 31O E. 798.68 feet to a point on the West right of
way line of Woodward Avenue; thence along the West line of
Woodward Avenue, South 310.80 feet to a point; thence leave said
right of way, N 89 degrees 15O W. 337.00 feet to a point; thence
North 60.60 feet to a point; thence West 480.96 feet to a point
on a fence; thence generally along a fence, North 256.60 feet to
the point of beginning of the tract of land hereby described.

                            TRACT TWO
That tract or lot of land lying in the City of Muscle Shoals,
County of Colbert, State of Alabama, known and described as
follows, to-wit:  Lots 477, 478 and 479, known and designated
according to the map and survey of Highland Park Subdivision,
Plat No. 3, as the plat appears in the Office of the Judge of
Probate of Colbert County, Alabama, in Map Book 2, Page 31.
                                
                                
                                
                           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."