Contract of Sale




                           ASSIGNMENT
                               OF
                       PURCHASE AGREEMENT


      THIS  ASSIGNMENT  made and entered into this  22nd  day  of
April,  2004,  by  and  between  AEI  FUND  MANAGEMENT,  INC.,  a
Minnesota  corporation, ("Assignor") and AEI Net Lease  Income  &
Growth   Fund   XX  Limited  Partnership,  a  Minnesota   limited
partnership,  and  AEI Income & Growth Fund 24  LLC,  a  Delaware
limited   liability  company  (as  tenants  in  common,  together
collectively referred to as "Assignee");

     WITNESSETH, that:

      WHEREAS,  on the 24th day of March, 2004, Assignor  entered
into  a  Contract of Sale, as subsequently amended by that  First
Amendment  to  Contracts of Sale dated April 7,  2004  (together,
collectively  referred to as the "Agreement")  for  that  certain
property located at 5503 Milan Rd., Sandusky, OH (the "Property")
with PRECO II CRIC LLC, a Delaware limited liability company,  as
Seller; and

      WHEREAS, Assignor desires to assign to AEI Net Lease Income
&  Growth Fund XX Limited Partnership, an undivided fifty percent
(45.0%)  interest as a tenant in common; and AEI Income &  Growth
Fund  24  LLC, an undivided fifty percent (55.0%) interest  as  a
tenant  in common, of its rights, title and interest in,  to  and
under the Agreement as hereinafter provided;

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

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

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

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


ASSIGNOR:

AEI FUND MANAGEMENT, INC.


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


ASSIGNEE:

AEI Net Lease Income & Growth
FUND XX LIMITED PARTNERSHIP,
a Minnesota limited partnership

By:  AEI FUND MANAGEMENT XX, INC.,
     a Minnesota corporation, its General Partner


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


AEI INCOME & GROWTH FUND 24 LLC,
a Delaware limited liability company

By:  AEI FUND MANAGEMENT XXI, INC.,
     a Minnesota corporation, its Authorized Member


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



(Property: Sandusky, Ohio)

                        CONTRACT OF SALE


     THIS  CONTRACT OF SALE (this "Contract") is made and entered
into  as of March 24, 2004 (the "Effective Date"), by and between
PRECO   II  CRIC  LLC,  a  Delaware  limited  liability   company
("Seller"),   and   AEI  FUND  MANAGEMENT   INC.,   a   Minnesota
corporation, or its successors or assigns  ("Purchaser").

                           ARTICLE I.

                      SALE OF THE PROPERTY

     1.1   SUBJECT PROPERTY.  For the consideration and upon  and
subject to the terms, provisions and conditions of this Contract,
Seller  agrees  to  sell to Purchaser, and  Purchaser  agrees  to
purchase from Seller, that certain parcel of real property  owned
by  Seller,  which is more fully described on Exhibit A  attached
hereto (the "Land") and all improvements (the "Improvements") and
appurtenances  (the "Appurtenances") located on or pertaining  to
the   Land  (the  Land,  Improvements  and  Appurtenances   being
collectively referred to herein as the "Property").  The Property
is  subject to and encumbered by (i) a Lease (the "Lease")  dated
as  of October 21, 2003, by and between Seller, as landlord,  and
Apple  Ohio LLC, a Delaware limited liability company ("Tenant"),
as  tenant,  and  (ii) the Permitted Exceptions  (as  hereinafter
defined) applicable to the Property.  Apple American Group LLC, a
Delaware   limited  liability  company  ("Guarantor"),   is   the
guarantor  of the performance of Tenant under the Lease  pursuant
to  a  Guaranty  dated  effective as of  October  21,  2003  (the
"Guaranty").

                           ARTICLE II.

                         PURCHASE PRICE

      2.1   PURCHASE PRICE.  The total Purchase Price (herein  so
called) to be paid by Purchaser to Seller for the Property is Two
Million  Seven  Hundred Eighty-Eight Thousand Six Hundred  Fifty-
Eight  No/100 Dollars ($2,788,658.00).  The total Purchase  Price
shall be paid to Seller in Current Funds (as hereinafter defined)
at Closing (as hereinafter defined).

                          ARTICLE III.

                      EARNEST MONEY DEPOSIT

     3.1  EARNEST MONEY DEPOSIT.  Not later than two (2) business
days after the Effective Date, Purchaser shall deliver to Chicago
Title   Insurance   Company,  located  at  220  Commerce   Drive,
Suite   200,  Fort  Washington,  Pennsylvania  19034,  Attention:
Jon  R. Gundling (the "Title Company"), Twenty-Five Thousand  and
No/100  Dollars  ($25,000.00) (the "Earnest  Money  Deposit")  in
Current  Funds, to be held by the Title Company in escrow  to  be
applied  or  disposed of by the Title Company as is  provided  in
this  Contract.   In  the event Purchaser fails  to  deposit  the
Earnest  Money Deposit with the Title Company as herein provided,
Seller  may,  at  its option, terminate this Contract,  in  which
event neither Seller nor Purchaser shall have any further rights,
duties  or  obligations hereunder except for provisions  of  this
Contract  which  expressly  survive  the  termination   of   this
Contract.   As  used in this Contract, the term  "Current  Funds"
shall  mean wire transfers, certified funds or a cashier's  check
in  a form acceptable to the Title Company that would permit  the
Title Company to immediately disburse such funds.

     3.2   APPLICATION  AND INTEREST.  If the purchase  and  sale
hereunder is consummated, then the Earnest Money Deposit and  any
interest earned thereon shall be applied to the Purchase Price at
Closing  to  reduce  the amount required under Section  8.2(b)(i)
hereof.  In all other events, the Earnest Money Deposit shall  be
disposed  of  by the Title Company as provided in this  Contract.
The  Title  Company shall invest the Earnest Money Deposit  in  a
federally  insured interest-bearing account for  the  benefit  of
Purchaser at a bank deemed appropriate by the Title Company.  All
interest  earned  on the Earnest Money Deposit  is  part  of  the
Earnest  Money Deposit, to be applied or disposed of in the  same
manner as the Earnest Money Deposit under this Contract.

     3.3   DEMAND  FOR EARNEST MONEY DEPOSIT.  If for any  reason
the  Closing  does  not occur and either party  makes  a  written
demand  upon  the Title Company for payment of the Earnest  Money
Deposit, the Title Company shall give written notice to the other
party  of  such demand.  If the Title Company does not receive  a
written  objection from the other party to the  proposed  payment
within  ten  (10) business days after the giving of such  notice,
the Title Company is hereby authorized to make such payment.   If
the Title Company does receive such written objection within such
ten (10) business day period or if for any other reason the Title
Company  in good faith shall elect not to make such payment,  the
Title  Company shall continue to hold such amount until otherwise
directed  by  written  instructions from  both  parties  to  this
Contract or a final judgment of a court of competent jurisdiction
which  is not subject to further appeal.  The parties acknowledge
that the Title Company is acting solely as a stakeholder at their
request  and for their convenience, that the Title Company  shall
not be deemed to be the agent of either of the parties, except as
expressly set forth herein, and that the Title Company shall  not
be liable to either of the parties for any act or omission on its
part  unless taken or suffered in bad faith, in willful disregard
of  this  Contract or of any escrow agreement or involving  gross
negligence.   The  Title Company joins in the execution  of  this
Contract solely for the purpose of acknowledging receipt  of  the
Earnest Money Deposit and its agreement to hold the same pursuant
to the terms hereof.

                           ARTICLE IV.

                        TITLE AND SURVEY

     4.1  TITLE.  Seller shall deliver to Purchaser copies of the
following:   (a) Seller's existing Owner's Title  Policy  or  Pro
Forma Title Policy delivered to Seller at the closing of Seller's
purchase  of the Property (referred to hereinafter as the  "Title
Policy")  for  the Property [with the insurance amount  removed],
(b)  instruments, documents or agreements referenced in the Title
Policy that create or evidence conditions or exceptions to  title
affecting the Property (the "Exception Documents"), and  (c)  the
survey of the Property provided to Seller at its purchase of  the
Property (the "Existing Survey").  Within ten (10) business  days
following  the  Effective  Date, Seller  shall  cause  the  Title
Company  to  deliver to Purchaser a title commitment (the  "Title
Commitment")  for the Property, naming Purchaser as the  insured,
in  the amount of the Purchase Price, together with copies of any
documents  (which shall also constitute Exception Documents)  for
any  exceptions to the Title Commitment not previously  contained
in  the  Title  Policy.   Purchaser may, at  its  sole  cost  and
expense, obtain a new or updated survey of the Property (the "New
Survey").   Purchaser shall obtain the New Survey and an  updated
Phase  I  Environmental Report ("Environmental Report"),  at  its
sole  cost  and  expense, using reasonably  diligent  efforts  to
obtain  the  same in a timely manner.  Within five  (5)  business
days of the Effective Date, Purchaser shall notify Seller whether
or  not  it  will be obtaining a New Survey and/or  Environmental
Report.

     4.2   REVIEW  OF  TITLE  AND  SURVEY.   Notwithstanding  the
expiration  of  either the Inspection Period or the Environmental
Inspection  Period, Purchaser shall have until five (5)  business
days after receipt of the last of the Title Commitment, Exception
Documents,  Existing Survey, and New Survey,  if  applicable,  in
which  to notify Seller in writing (the "Title Objection Notice")
of  any objections Purchaser has to any matters shown or referred
to in the Title Commitment, the Exception Documents, the Existing
Survey  or  any  New Survey; PROVIDED, that Purchaser  shall  not
object  to current real estate taxes and assessments which  shall
be  Permitted  Exceptions  hereunder.   Any  title  encumbrances,
exceptions  or  other matters which are set forth  in  the  Title
Commitment, the Exception Documents, the Existing Survey  or  any
New  Survey,  and to which Purchaser does not object  within  the
aforementioned five (5) business day period, shall be  deemed  to
be  permitted  exceptions to the status of Seller's  title  (such
encumbrances,  exceptions or other matters,  together  with  such
other  matters  included  pursuant to other  provisions  of  this
Contract, shall be referred to as the "Permitted Exceptions").

     4.3  OBJECTIONS TO STATUS OF TITLE AND SURVEY.  If Purchaser
properly  objects to any item shown or referred to in  the  Title
Commitment, Exception Documents or on the Existing Survey or  any
New  Survey within the five (5) business day period set forth  in
Section  4.2, Seller shall be given until five (5) business  days
after  receipt of the Title Objection Notice to notify  Purchaser
whether or not Seller will cure, prior to Closing and at Seller's
option  and sole discretion but without any obligation to do  so,
any objection to the condition of title raised by Purchaser.   If
Seller  notifies Purchaser that it elects not to  cure  any  such
objections, then Purchaser may, at its option exercisable  within
five  (5)  days  following the date of receipt  by  Purchaser  of
written  notice  from  Seller stating that Seller  is  unable  or
unwilling  to cure such objections, either (a) accept such  title
as  Seller can deliver, in which case all exceptions to title set
forth  in  the  Title  Commitment, Exception Documents,  Existing
Survey and New Survey which are not removed shall be deemed to be
Permitted Exceptions, or (b) terminate this Contract by notice in
writing  to Seller in which event the Title Company shall  return
the  Earnest  Money Deposit to Purchaser and neither party  shall
have  any further rights, duties or obligations hereunder, except
for   provisions   of  this  Contract  which  expressly   survive
termination  of this Contract.  In the event Purchaser  fails  to
notify  Seller,  within such five (5) day period, that  Purchaser
has  elected to proceed under either subpart (a) or  (b)  of  the
immediately preceding sentence, Purchaser shall be deemed to have
elected  to  proceed under subpart (a), and this  Contract  shall
remain  in  full force and effect.  If Seller notifies  Purchaser
that  it elects to cure any such objections but is unable to cure
same  by  Closing or if Seller fails to notify Purchaser  of  its
intentions with respect to such objections and fails to cure same
by  Closing, then Purchaser may, at its option, either (x) accept
such  title as Seller can deliver in which case the parties shall
proceed with Closing and all exceptions to title set forth in the
Title  Commitment, Exception Documents, Existing Survey  and  New
Survey  which  are not removed shall be deemed  to  be  Permitted
Exceptions, or (y) terminate this Contract by notice  in  writing
to  Seller  at  Closing, in which event the Title  Company  shall
return  the Earnest Money Deposit to Purchaser and neither  party
shall  have  any further rights, duties or obligations  hereunder
except  for  provisions of this Contract which expressly  survive
termination of this Contract.

     4.4   OTHER  PERMITTED EXCEPTIONS.  The Permitted Exceptions
shall  include  those matters shown in the Title Commitment,  the
Exception Documents, the Existing Survey and any New Survey which
become  Permitted  Exceptions pursuant to sections  4.2  and  4.3
above  and, in addition, the following: (a) the Lease; (b)  taxes
and  assessments  for  the  year  in  which  Closing  occurs  and
subsequent  years; (c) liens and encumbrances arising  after  the
date hereof to which Purchaser consents in writing; (d) Building,
zoning (provided the same shall permit the use of the Property as
a  restaurant without the need for a special use permit, variance
or  grandfathering)  and  subdivision laws  and  ordinances,  and
local,  state  and  federal laws, rules and  regulations;(e)  Any
title  exceptions  arising  out of the  acts  of  Purchaser;  and
(f)  Encumbrances  permitted or arising in  accordance  with  the
terms of the Lease.

                           ARTICLE V.

                     INSPECTION BY PURCHASER

     5.1   INSPECTION RIGHTS.  Purchaser shall have a  period  of
time  commencing on the Effective Date and expiring at 5:00  p.m.
Boston,   Massachusetts  time  twenty-one  (21)  days  from   the
Effective Date (the "Inspection Period"), within which to examine
the  Property  and  the Lease and conduct its  feasibility  study
thereof.   Purchaser shall complete physical  inspection  of  the
Property  by  April 7, 2004.  Notwithstanding the foregoing,  (a)
Purchaser  shall  not interfere with, interrupt  or  disrupt  the
operation of any Tenant's business on the Property and,  further,
such  access  by  Purchaser and/or its  agents,  contractors  and
representatives shall be subject to the rights of the Tenant  and
the restrictions on Seller's access to the Property set forth  in
the  Lease;  (b)  Purchaser  shall not permit  any  construction,
mechanic's or materialman's liens or any other liens to attach to
the  Property or any portion thereof by reason of the performance
of  any work or the purchase of any materials by Purchaser or any
other  party  in  connection with any studies or tests  conducted
pursuant  to this Section 5.1; (c) Purchaser shall give not  less
than  two (2) business days notice to Seller prior to entry  onto
the  Property  and  shall permit Seller to have a  representative
present during all investigations and inspections conducted  with
respect  to  the  Property;  and (d)  Purchaser  shall  take  all
reasonable  actions  and  implement  all  reasonable  protections
necessary to ensure that all actions taken in connection with the
investigations   and  inspections  of  the  Property,   and   all
equipment,  materials and substances generated, used  or  brought
onto the Property pose no threat to the safety of persons or  the
environment and cause no damage to the Property, Tenant or  other
persons.   Purchaser shall indemnify, defend and hold Seller  and
the  Tenant  harmless for, from and against any and  all  claims,
liabilities,  causes  of  action,  damages,  liens,  losses   and
expenses  (including,  without limitation,  attorneys'  fees  and
costs)  incident to, resulting from or in any way arising out  of
any   of   Purchaser's   or   its   agents',   contractors'    or
representatives'  activities on the Property or from  Purchaser's
breach  of  its obligations or agreements under this  Article  V.
Purchaser's  indemnity obligations contained in this Section  5.1
shall  survive  the Closing and not be merged therein  and  shall
also survive any termination of this Contract.

     5.2  APPROVAL OF INSPECTIONS. If Purchaser determines at any
time  prior to the expiration of the Inspection Period  that  the
Property  is  not satisfactory to Purchaser, then  Purchaser  may
terminate   this  Contract  by  delivering  written   notice   of
termination to Seller prior to the end of such Inspection Period.
If  Purchaser properly terminates this Contract pursuant to  this
Section  5.2, then this Contract shall be terminated,  the  Title
Company shall return the Earnest Money Deposit to Purchaser,  and
neither   party  shall  have  any  further  rights,   duties   or
obligations  hereunder except with respect to the  provisions  of
this  Contract  which expressly survive the termination  of  this
Contract.  If Purchaser does not timely deliver to Seller written
notice   of   termination  during  the  Inspection  Period,   the
conditions  of  this Section 5.2 shall be deemed  satisfied,  and
Purchaser may not thereafter terminate this Contract pursuant  to
this Section 5.2.

     5.3   MATTERS  DELIVERED BY SELLER.  Seller  has  previously
delivered  or shall deliver to Purchaser copies of the  documents
on  Schedule 5.3 to this Contract, (collectively, the "Submission
Matters"), except as otherwise noted on Schedule 5.3.

     5.4   ENVIRONMENTAL INSPECTION PERIOD.  Notwithstanding  the
termination of the Inspection Period or the Purchaser's right  to
terminate as set forth in Section 4.3 hereunder, Purchaser  shall
have  a  period  of  time commencing on the  Effective  Date  and
expiring  at  5:00  p.m.,  Boston, Massachusetts  time  five  (5)
business  days  after  Purchaser's receipt of  the  Environmental
Report  (the  "Environmental Inspection Period")  to  review  the
Environmental  Report.  If the Environmental Report  obtained  by
Purchaser  discloses either (i) the existence  of  any  Hazardous
Substance (as such term is defined in the Lease) on the Property,
the  existence of which violates any Environmental Laws (as  such
term is defined in the Lease), or (ii) any material environmental
matter which, in the reasonable opinion of Purchaser, based  upon
the   counsel   of   the  environmental  consultants   or   other
environmental  advisors  retained  by  Purchaser,  would  warrant
additional investigation and/or remediation with respect  to  the
Property  or would require a No Further Action Letter (herein  so
called)  with  respect to such remediation,  then  Purchaser  may
terminate   this  Contract  by  delivering  written   notice   of
termination  to Seller on or before the Environmental  Inspection
Period, but in no event shall the Environmental Inspection Period
extend  beyond thirty (30) days after the Effective Date of  this
Contract.    If  Purchaser  properly  terminates  this   Contract
pursuant  to  this  Section  5.4, then  this  Contract  shall  be
terminated,  the  Title Company shall return  the  Earnest  Money
Deposit  to  Purchaser, and neither party shall have any  further
rights,  duties or obligations hereunder except with  respect  to
the  provisions  of  this Contract which  expressly  survive  the
termination  of  this  Contract.  If Purchaser  does  not  timely
deliver  to  Seller  written  notice of  termination  during  the
Environmental   Inspection  Period,  the   conditions   of   this
Section  5.4  shall  be deemed satisfied, and Purchaser  may  not
thereafter terminate this Contract pursuant to this Section  5.4.
Notwithstanding the foregoing, if Purchaser chooses not to obtain
an  Environmental Report, then this Section 5.4 shall not  apply,
and Purchaser shall complete any and all environmental inspection
by the end of the Inspection Period.

                           ARTICLE VI.

     REPRESENTATIONS AND WARRANTIES; DISCLAIMERS AND WAIVERS

     6.1  REPRESENTATIONS AND WARRANTIES OF PURCHASER.  Purchaser
represents and warrants to Seller as of the Effective Date and as
of  the  Closing  Date, as applicable, that (a)  Purchaser  is  a
corporation duly organized and validly existing under the laws of
the  State of Minnesota, (b) Purchaser has the full right,  power
and  authority to enter into this Contract and to consummate  the
transactions   contemplated  herein;  and   (c)   this   Contract
constitutes a valid and legally binding obligation of  Purchaser,
enforceable in accordance with its terms.

     6.2   REPRESENTATIONS  AND  WARRANTIES  OF  SELLER.   Seller
represents and warrants to Purchaser as of the Effective Date and
as  of  the  Closing Date, as applicable that  (a)  Seller  is  a
limited  liability  company duly organized and  validly  existing
under the laws of the State of Delaware; (b) Seller has the  full
right,  power  and authority to enter into this Contract  and  to
consummate  the  transactions  contemplated  herein;   (c)   this
Contract  constitutes a valid and legally binding  obligation  of
Seller,  enforceable  in  accordance  with  its  terms;  (d)  the
Submission  Matters  furnished by Seller to Purchaser  are  true,
complete  and  correct copies of the documents  they  purport  to
represent;  (e)  Seller has not delivered to Tenant  or  received
from Tenant any notice of default under the Lease; (f) Seller has
not  received  any written notice of any existing  or  threatened
lawsuits concerning the Property; (g) Seller has not received any
written   notice  of  any  threatened  or  pending   condemnation
proceedings  affecting the Property; (h) Seller has not  received
any  written notice of any actions or proceedings pending,  which
would  materially affect the Property or Tenant; (i)  Seller  has
not  received any written notice of any written lease  or  leases
with  respect to the Property; and (j) from the date  the  Seller
acquired  title  to  the Property, Seller has  not  received  any
written notice from any governmental authorities stating that the
use  and  operation  of the Property is not  in  compliance  with
applicable local, state and federal laws, ordinances, regulations
and requirements.

     6.3   NO ADDITIONAL REPRESENTATIONS OR WARRANTIES OF SELLER.
PURCHASER  ACKNOWLEDGES  AND AGREES  THAT,  EXCEPT  AS  EXPRESSLY
SPECIFIED  IN SECTION 6.2 OF THIS CONTRACT, SELLER HAS NOT  MADE,
AND  SELLER HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATION  OR
WARRANTY  OF  ANY KIND, ORAL OR WRITTEN, EXPRESS OR  IMPLIED,  OR
ARISING  BY OPERATION OF LAW, WITH RESPECT TO THE PROPERTY,   THE
LEASE,  TENANT OR GUARANTOR, INCLUDING, BUT NOT LIMITED  TO,  ANY
WARRANTIES     OR    REPRESENTATIONS    AS    TO    HABITABILITY,
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ZONING,
TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES,
OPERATING   HISTORY   OR  PROJECTIONS,  VALUATION,   GOVERNMENTAL
APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS,
THE  TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION  PROVIDED
BY  OR  ON BEHALF OF SELLER TO PURCHASER, THE FINANCIAL CONDITION
OF  THE  GUARANTOR   OR  TENANT, OR ANY  OTHER  MATTER  OR  THING
REGARDING   GUARANTOR,  TENANT,  THE  PROPERTY  OR   THE   LEASE.
PURCHASER AGREES TO ACCEPT THE PROPERTY AND ACKNOWLEDGES THAT THE
SALE OF THE PROPERTY AS PROVIDED FOR HEREIN IS MADE BY SELLER  ON
AN "AS IS, WHERE IS, AND WITH ALL FAULTS" BASIS.  PURCHASER IS AN
EXPERIENCED  PURCHASER OF PROPERTIES SUCH  AS  THE  PROPERTY  AND
PURCHASER  HAS  MADE  OR  WILL MAKE PURCHASER'S  OWN  INDEPENDENT
INVESTIGATION OF THE PROPERTY. THE PROVISIONS OF THIS SECTION 6.3
SHALL SURVIVE THE CLOSING HEREUNDER.

     6.4    SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.   The
representations and warranties of Seller and Purchaser set  forth
in  this Article VI shall survive the Closing for a period of six
(6)  months subsequent to Closing, and any action brought upon  a
claim  by Purchaser or Seller against the other party for  breach
of  any  representation or warranty contained in this Article  VI
must  be  brought, if at all, within six (6) months after Closing
or such claim and action shall be forever barred.

                          ARTICLE VII.

             CONDITIONS PRECEDENT TO PURCHASER'S AND
                      SELLER'S PERFORMANCE

     7.1   CONDITIONS  TO  PURCHASER'S OBLIGATIONS.   Purchaser's
obligation  under  this  Contract to  purchase  the  Property  is
subject  to  the fulfillment of each of the following  conditions
(any or all of which may be waived by Purchaser):

          (a)   the  representations  and  warranties  of  Seller
     contained herein shall be true, accurate and correct in  all
     material respects as of the Closing Date;

          (b)   Seller shall have delivered all the documents and
     other  items required pursuant to Section 8.2(a), and  shall
     have   performed,  in  all  material  respects,  all   other
     covenants,  undertakings and obligations, and complied  with
     all conditions required by this Contract to be performed  or
     complied with by the Seller at or prior to the Closing;

          (c)   no  Event of Default (as such term is defined  in
     the  Lease) shall have occurred and be continuing under  the
     Lease as of the Closing Date; and

          (d)   Seller  shall  have  delivered  to  Purchaser  an
     Estoppel  Certificate executed and delivered  by  Tenant  in
     accordance with the Lease.

     7.2    CONDITIONS   TO   SELLER'S   OBLIGATIONS.    Seller's
obligation under this Contract to sell the Property to  Purchaser
is subject to the fulfillment of each of the following conditions
(any or all of which may be waived by Seller):

          (a)   the  representations and warranties of  Purchaser
     contained herein shall be true, accurate and correct in  all
     material respects as of the Closing Date; and

          (b)  Purchaser shall have delivered the Purchase Price,
     and other funds required hereunder and all the documents and
     other  items required pursuant to Section 8.2(b), and  shall
     have   performed,  in  all  material  respects,  all   other
     covenants,  undertakings and obligations, and complied  with
     all conditions required by this Contract to be performed  or
     complied with by Purchaser at or prior to Closing.

                          ARTICLE VIII.

                             CLOSING

     8.1  CLOSING DATE.

          (a)  TIME AND PLACE.  Provided the terms and conditions
     set   forth  in  this  Contract  have  been  fulfilled,  the
     consummation  of the purchase and sale of the Property  (the
     "Closing") shall take place by delivery of documents to  the
     office of the Title Company on or before April 22, 2004 (the
     "Closing Date").

          (b)   DELIVERY OF DOCUMENTS IN ESCROW; TITLE INSURANCE.
     The  documents required hereunder to be delivered at Closing
     shall be delivered by Seller and Purchaser into escrow  with
     the  Title  Company, which shall record and/or  deliver  all
     documents deposited into escrow hereunder upon unconditional
     payment of the Purchase Price to the Title Company and shall
     remit  the Purchase Price to Seller simultaneously with  the
     recordation and/or delivery of all documents deposited  into
     escrow hereunder.

     8.2  ITEMS TO BE DELIVERED AT THE CLOSING.

          (a)  SELLER.  At the Closing, Seller shall deliver,  or
     cause  to  be delivered, to Purchaser each of the  following
     items with respect to the Property:

               (i)   A Limited Warranty Deed (the "Deed"), in the
          form of the deed through which Seller obtained title to
          the Property, subject to the Permitted Exceptions, duly
          executed by Seller;

               (ii)  An  Assignment and Assumption of the  Lease,
          dated as of the Closing Date, in the form of Exhibit  B
          hereto  (the  "Lease  Assignment"),  duly  executed  by
          Seller;

               (iii)      A  Bill of Sale and General Assignment,
          dated the Closing Date, in the form of Exhibit C hereto
          (the "Bill of Sale"), duly executed by Seller;

               (iv)  Counterpart originals, of the Lease and  the
          Guaranty,  except  that  Seller  may,  at  its  option,
          deliver  such  originals directly to  Purchaser  within
          five (5) business days after Closing;

               (v)   A  Non-Foreign  Affidavit  for  purposes  of
          compliance  with  Section 1445 (b)(2) of  the  Internal
          Revenue  Code of 1986, as amended, and the  regulations
          adopted thereunder;

               (vi)  Notice to Tenant from Seller of the sale  of
          the  Property  hereunder to Purchaser  and  instructing
          Tenant  to send all correspondence under the  Lease  to
          Purchaser (the "Notice Letter");

               (vii)     The Title Commitment for the issuance of
          an  Owner's Title Insurance Policy (the "Owner's  Title
          Policy")  for the Property effective as of the  Closing
          Date which insures Purchaser in an amount equal to  the
          Purchase  Price,  and indicates no  encumbrances  other
          than the Permitted Exceptions; and

               (viii)    Other items reasonably requested by  the
          Title   Company  for  the  sale  of  the  Property   in
          accordance  with  this Contract or  for  administrative
          requirements for consummating the Closing.

          (b)    PURCHASER.   At  the  Closing,  Purchaser  shall
     deliver  or cause to be delivered, to Seller or perform,  as
     applicable, each of the following items with respect to  the
     Property:

               (i)  The Purchase Price in Current Funds;

               (ii)  Such  additional funds in Current Funds,  as
          may  be  necessary to cover Purchaser's  share  of  the
          closing costs and prorations hereunder;

               (iii)      The Lease Assignment, dated as  of  the
          Closing Date, duly executed by Purchaser;

               (iv)  If the Purchaser is corporation, partnership
          or  other  entity,  a certificate from  an  officer  of
          Purchaser,   or  the  general  partner  of   Purchaser,
          evidencing  that the person or persons  executing  this
          Contract  and  the  closing  documents  on  behalf   of
          Purchaser  have full right, power and authority  to  do
          so,  and  attaching  the articles of incorporation  and
          bylaws  (or other appropriate organizational documents)
          of  Purchaser  and appropriate resolutions  authorizing
          this   Contract   and  the  transactions   contemplated
          hereunder;

               (v)  The Notice Letter duly executed by Purchaser;

               (vi) Consent Agreement duly executed by  Purchaser
          pursuant to which Purchaser will consent  to  and agree
          to be bound by the  Landlord  Agreement  referred to on
          Schedule 5.3 hereto; and

               (vi) Other items reasonably requested by the Title
          Company for the sale of the Property in accordance with
          this  Contract  or for administrative requirements  for
          consummating the Closing.

     8.3  COSTS OF CLOSING.  Purchaser shall pay all of the costs
and  expenses  incurred in connection with the  transfer  of  the
Property   contemplated  by  this  Contract  including,   without
limitation,  the following:  (i) all costs and expenses  incurred
by  Purchaser  in connection with its due diligence investigation
of  the Property, (ii) all premiums and fees charged by the Title
Company  for  the Owner's Title Policy and the mortgagee's  title
policy, if applicable, (iii) all escrow fees charged by the Title
Company  for  the  closing  on this sale  transaction,  (iv)  all
transfer  taxes, intangible taxes, documentary taxes and  stamps,
recording  fees  and  other governmental  taxes  and  charges  in
connection with the conveyance of the Property, and (v) all costs
associated  with  Purchaser's  loan  for  the  purchase  of   the
Property,  if  any.  If the Closing hereunder  occurs,  Purchaser
shall  receive a credit against Purchase Price in an  amount  not
greater  than  Five  Thousand and No/100 Dollars  ($5,000.00)  to
offset  a portion of the costs and expenses incurred by Purchaser
in  connection with the transfer of the Property contemplated  by
this  Contract.   Each party shall pay its  own  legal  fees  and
advisory  fees incidental to the execution of this  Contract  and
the  consummation of the transactions contemplated  hereby.   The
provisions  of  this  Section 8.3 shall survive  the  Closing  or
earlier termination of this Contract.

     8.4   PRORATIONS.  The Base Rent and Additional Rent payable
to  the  Landlord under the Lease shall be prorated  through  the
Closing,  with  Seller being entitled to all such Base  Rent  and
Additional  Rent through and including the Closing Date.   Except
for  the  proration  of rents as aforesaid,  there  shall  be  no
proration  of  normal and customarily pro ratable  items  as  the
parties  agree that Tenant are required to pay, pursuant  to  the
terms of the Lease, all items usually prorated in transactions of
the  type described herein; provided, that if Tenant does not pay
such  amounts under the terms of the Lease, Purchaser  shall  not
have, and Purchaser hereby waives and releases, any claim against
Seller  for  payment  of such amounts.  The  provisions  of  this
Section 8.4 shall survive the Closing.

                           ARTICLE IX.

                    CONDEMNATION OR CASUALTY

     9.1  CONDEMNATION.

          (a)   In  the event that all or any significant portion
     of  the Property is condemned or taken by eminent domain  or
     conveyed  by  deed  in lieu thereof, or if any  condemnation
     proceeding  is commenced for all or any significant  portion
     of  the Property prior to Closing, either party may elect to
     terminate  this  Contract by written notice thereof  to  the
     other  party  within  ten  (10) days  after  such  party  is
     notified  of  the condemnation, taking or deed  in  lieu  or
     institution   of   such   condemnation   proceeding.    Upon
     termination  of  this Contract as provided in  this  Section
     9.1(a),  all rights, duties and obligations hereunder  shall
     cease  and  be  of no further force or effect  (except  with
     respect to the provisions hereof which expressly survive the
     termination  of this Contract). If neither party  terminates
     this  Contract as aforesaid, then both parties shall proceed
     to close the transaction contemplated herein pursuant to the
     terms hereof, in which event Purchaser shall have the rights
     set  forth in the Lease (including, without limitation,  the
     rights,   if   any  exist,  of  the  landlord   to   receive
     condemnation  proceeds with respect to such condemnation  or
     taking)  and  there shall be no reduction  in  the  Purchase
     Price.   For  purposes of this Section 9.1(a),  "significant
     portion"  of the Property shall be deemed to be any  portion
     of  the  Land  which, if subject to a condemnation,  eminent
     domain or similar proceeding, gives rise to the right of the
     Tenant under the Lease to terminate the Lease.

          (b)   In the event that less than a significant portion
     of  the  Property  is  condemned, taken by  eminent  domain,
     conveyed  by  deed in lieu thereof or is the  subject  of  a
     condemnation proceeding, neither party shall have the  right
     to  terminate this Contract and the Closing shall occur with
     no reduction of the Purchase Price, and any award or payment
     made therefor shall be paid as provided in the Lease.

     9.2  CASUALTY.

          (a)  In the event that all or a substantial portion  of
     the  Property shall be damaged or destroyed by fire or other
     casualty  prior to Closing, either party may terminate  this
     Contract by written notice thereof to the other party within
     ten  (10) days after such party is notified of the casualty.
     Upon  termination  of  this Contract  as  provided  in  this
     Section 9.2(a), all rights, duties and obligations hereunder
     shall  cease  and be of no further force or  effect  (except
     with  respect  to  the  provisions  hereof  which  expressly
     survive the termination of this Contract).  If neither party
     terminates  this  Contract as aforesaid, then  both  parties
     shall  proceed to close the transaction contemplated  herein
     pursuant to the terms hereof, in which event Purchaser shall
     have  the rights set forth in the Lease (including,  without
     limitation,  the  rights, if any exist, of the  landlord  to
     receive  insurance proceeds with respect to  such  casualty)
     with respect to the Property and there shall be no reduction
     in the Purchase Price.  In the event less than a substantial
     portion of a Property shall be damaged or destroyed by  fire
     or  other casualty prior to Closing, then the parties  shall
     proceed  in  accordance  with the  third  sentence  in  this
     Section 9.2(a).

          (b)  For the purposes of Section 9.2(a), a "substantial
     portion" of a Property shall be deemed to be any portion  of
     the  Property with either a fair market value or replacement
     cost  equal to or greater than twenty-five percent (25%)  of
     the Purchase Price.

                           ARTICLE X.

                      DEFAULTS AND REMEDIES

     10.1 DEFAULT BY PURCHASER.  If Purchaser refuses or fails to
consummate the Closing under this Contract for reasons other than
as  expressly  set forth in Section 5.2, 5.4 (if  applicable)  or
Article  IX hereof or other than due to a failure of a  condition
precedent  to  Purchaser's obligation to close as  set  forth  in
Section 7.1 hereof, the Purchaser shall be in default under  this
Contract  and  Seller  may,  as its sole  and  exclusive  remedy,
terminate  this Contract in which event the Title  Company  shall
pay  the  Earnest  Money Deposit to Seller and  Seller  shall  be
entitled  to  receive  and retain the Earnest  Money  Deposit  as
liquidated  damages  (Seller and Purchaser  hereby  acknowledging
that the amount of damages in the event of Purchaser's default is
difficult  or impossible to ascertain but that such amount  is  a
fair estimate of such damages), and neither party shall have  any
further  rights,  duties, or obligations  hereunder  except  with
respect  to  the  provisions hereof which expressly  survive  the
termination of this Contract.

     10.2  DEFAULT  BY  SELLER.  If Seller refuses  or  fails  to
consummate the Closing under this Contract other than  due  to  a
termination  permitted under this Contract  or  a  failure  of  a
condition precedent to Seller's obligation to close as set  forth
in Section 7.2 hereof, then Seller shall be in default under this
Contract and Purchaser may, at Purchaser's sole option and as its
sole  and  exclusive remedies, either (a) terminate this Contract
in  which  event  neither party shall have  any  further  rights,
duties  or  obligations  hereunder except  with  respect  to  the
provisions   of  this  Contract  which  expressly   survive   the
termination hereof, and Purchaser shall be entitled to  a  refund
of the Earnest Money Deposit, or (b) enforce specific performance
of  this  Contract against Seller.  In no event shall  Seller  be
liable   to   Purchaser  for  any  damages,  including,   without
limitation,  any  actual, punitive, speculative or  consequential
damages or damages for loss of opportunity or lost profit, in the
event of Seller's default hereunder.

     10.3  ATTORNEYS' FEES.  If it shall be necessary for  either
Purchaser  or Seller to employ an attorney to enforce its  rights
pursuant  to  this  Contract,  the  non-prevailing  party   shall
reimburse  the  prevailing  party for its  reasonable  attorneys'
fees.   The  provisions of this Section 10.3  shall  survive  the
Closing or termination of this Contract.

                           ARTICLE XI.

                      BROKERAGE COMMISSIONS

     11.1   BROKERAGE  COMMISSION.   Seller  and  Purchaser  each
represent  to  the other that each has had no dealings  with  any
broker,  finder  or other party concerning the  purchase  of  the
Property  other  than Marcus & Millichap (the "Broker").   Seller
hereby  agrees  to  pay  at Closing a commission  to  the  Broker
pursuant  to the terms of a separate written agreement; provided,
however,  that Seller's obligation to pay, and Broker's right  to
receive, this commission or any other amount with respect to this
Contract  is expressly conditioned upon Closing the sale  of  the
Property  and Seller's receipt of the Purchase Price  under  this
Contract.   Broker shall have no right to receive this commission
or  any  other  amount with respect to this Contract  unless  and
until  Closing  shall  be  final and fully  consummated  and  the
Purchase  Price  has  been  paid as provided  in  this  Contract.
Purchaser and Seller each agree to indemnify, defend and hold the
other harmless for, from and against any and all loss, liability,
damage,   cost   or   expense  (including,  without   limitation,
reasonable attorneys' fees) arising out of or paid or incurred by
such  party  by reason of any claim to any broker's, finder's  or
other  fee  in  connection  with this transaction  by  any  party
claiming by, through or under such party other than Broker.   The
indemnity  obligations  set  forth in  this  Section  11.1  shall
survive the Closing or the termination of this Contract.

                          ARTICLE XII.

                          MISCELLANEOUS

     12.1  NOTICES.  Any notice provided or permitted to be given
under  this  Contract must be in writing and  may  be  served  by
depositing  the same in the United States Mail, postage  prepaid,
certified or registered mail with return receipt requested, or by
delivering the same in person to the party to be notified  via  a
delivery   service,  Federal  Express  or  any  other  nationally
recognized  overnight  courier service  that  provides  a  return
receipt  showing  the  date of actual delivery  of  same  to  the
addressee  thereof, or by facsimile copy transmission with  proof
of   receipt.   Any  party  giving  notice  hereunder  shall  use
reasonable efforts to send a copy of any such notice by facsimile
transmission on the same date as deposited in the mail  or  given
to  such  delivery service.  Notice given in accordance  herewith
shall be deemed given and shall be effective upon the earlier  of
actual  receipt  (including, without  limitation,  receipt  of  a
facsimile transmission) or refusal of delivery.  For purposes  of
notice, the addresses of the parties shall be as follows:

     If to Seller:              PRECO II CRIC LLC
                                One Exeter Plaza
                                Boston, Massachusetts 02116
                                Attention:  Jay Hooper
                                Telephone No.:  617/303-4400
                                Facsimile No.:  617/303-4440
                                Email Address:  jhooper@criccapital.com

     With a copy to:            Liechty & McGinnis, P.C.
                                7502 Greenville Avenue, Suite 750
                                Dallas, Texas 75231
                                Attention: G. Dean Reed, Esq.
                                Telephone No.:  214/265-0008
                                Facsimile No.:  214/378-5938
                                Email Address:  dreed@lmlawyers.com

     If to Purchaser:           AEI Fund Management Inc.
                                30 East 7th Street, Suite 1300
                                St. Paul, Minnesota  55101
                                Attention:  George Rerat
                                Telephone No: 800/328-3519
                                Facsimile No.:  651/227-7705
                                Email Address:  grerat@aeifunds.com

     With a copy to:            The  Daugherty  Law Firm
                                30 East 7th Street, Suite 1300
                                St. Paul, Minnesota  55101
                                Attention:  Michael Daugherty
                                Telephone No: 612/720-0777
                                Facsimile No.:  612/677-3181
                                Email Address:  mbdlaw@usinternet.com

     If to Title Company:       Chicago Title Insurance Company
                                220 Commerce Drive, Suite 200
                                Fort Washington, Pennsylvania 19034
                                Attention:  Jon R. Gundling, Esq.
                                Telephone No:  800/647-2867
                                Facsimile No.:  215/619-7115
                                Email Address:  gundlingj@ctt.com


     12.2  GOVERNING LAW.  THE LAWS OF THE STATE  OF  OHIO  SHALL
GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION
OF THIS CONTRACT.

     12.3  ENTIRETY AND AMENDMENTS.  This Contract  embodies  the
entire  agreement  between the parties and supersedes  all  prior
agreements   and   understandings,  if  any,  relating   to   the
transaction  described herein, and may be amended or supplemented
only  by  an instrument in writing executed by the party  against
whom enforcement is sought.

     12.4 ASSIGNMENT.  Purchaser may assign its rights under this
Contract to an entity controlling, controlled by, or under common
control  with  Purchaser  without the prior  written  consent  of
Seller; provided, that Purchaser must immediately provide  Seller
with  a  copy  of  any  instrument assigning  this  Contract  and
evidence  of  the  Purchaser's  affiliation  with  the  assignee.
Except  as  expressly  provided in the preceding  sentence,  this
Contract  may  not be assigned in whole or in part  by  Purchaser
without the prior written consent of Seller, which consent may be
granted  or  withheld  by Seller in Seller's  sole  and  absolute
discretion.   In the event of an assignment of this  Contract  by
Purchaser, Purchaser shall not be released from any liability  or
obligations  hereunder, and Purchaser shall promptly  deliver  to
Seller  a  copy  of  the  instrument effecting  such  assignment.
Subject to the foregoing, this Contract shall be binding upon and
inure to the benefit of Seller and Purchaser and their respective
heirs, personal representatives, successors and assigns.

     12.5  SURVIVAL.   Except  as  otherwise  expressly  provided
herein,  no  representations, warranties, covenants or agreements
contained in this Contract shall survive the termination of  this
Contract  or  the  Closing  and the assignment  of  the  Property
hereunder.

     12.6 TIME OF ESSENCE.  It is expressly agreed by the parties
hereto  that time is of the essence with respect to this Contract
and Closing hereunder.

     12.7  MULTIPLE COUNTERPARTS.  To facilitate execution,  this
Contract  may  be  executed in as many  counterparts  as  may  be
convenient  or  required.  It shall not  be  necessary  that  the
signature  of, or on behalf of, each party, or that the signature
of  all  persons  required  to bind any  party,  appear  on  each
counterpart.  Facsimile copies of a signature of any party  shall
be  deemed  the  same  as the original.  All  counterparts  shall
collectively  constitute a single instrument.  It  shall  not  be
necessary in making proof of this Contract to produce or  account
for  more  than  a single counterpart containing  the  respective
signatures of, or on behalf of, each of the parties hereto.   Any
signature  page  to  any counterpart may be  detached  from  such
counterpart without impairing the legal effect of the  signatures
thereon  and thereafter attached to another counterpart identical
thereto except having attached to it additional signature pages.

     12.8 RISK OF LOSS.  Subject to the provisions of Article  IX
of  this Contract, risk of loss or damage to the Property, or any
part  thereof, by fire or any other casualty from the  date  this
Contract is fully executed up to the time of Closing will  be  on
Seller and, thereafter, will be on Purchaser.

     12.9  NO  RECORDATION OF CONTRACT.  In no event  shall  this
Contract  or  any  memorandum hereof be recorded  in  the  public
records  of  the  state or county in which  any  portion  of  the
Property  is  situated,  and any such  recordation  or  attempted
recordation  shall constitute a breach of this  Contract  by  the
party responsible for such recordation or attempted recordation.

     12.10      BUSINESS DAYS.  All references to "business days"
contained herein are references to normal working business  days,
i.e.,  Monday through Friday of each calendar week, exclusive  of
federal and national bank holidays.  In the event that any  event
hereunder is to occur, or a time period is to expire, on  a  date
which  is  not  a business day, such event shall  occur  or  time
period shall expire on the next succeeding business day.

     12.11     CAPTIONS.  The captions, headings and arrangements
used in this Contract are for convenience only and do not in  any
way  affect,  limit, amplify or modify the terms  and  provisions
hereof.

      12.12     NUMBER AND GENDER OF WORDS.  Whenever herein  the
singular number is used, the same shall include the plural  where
appropriate,  and  words of any gender shall include  each  other
gender where appropriate.

      12.13      INTERPRETATION.  No provision of  this  Contract
shall  be construed in favor of, or against, any particular party
by reason of any presumption with respect to the drafting of this
Contract;  both parties, being represented by counsel and  having
fully  participated in the negotiation of this instrument, hereby
agree  that  this Contract shall not be subject to the  principle
that  a  contract  would  be construed against  the  party  which
drafted the same.

      12.14     INCORPORATION OF EXHIBITS.  All exhibits attached
and  referred to in this Contract are hereby incorporated  herein
as  though fully set forth in (and shall be deemed to be  a  part
hereof) this Contract.

       12.15      THIRD-PARTY  BENEFICIARIES.   Nothing  in  this
Contract, express or implied, is intended to confer any rights or
remedies  upon  any  person, other than the parties  hereto  and,
subject to the restrictions on assignment herein contained, their
respective successors and assigns.

      12.16      FAXED SIGNATURES.  The parties agree that  faxed
signatures  may be used to expedite the transaction  contemplated
by  this  Contract.  Each party intends to be bound by its  faxed
signature and each is aware that the other will rely on the faxed
signature,  and  each acknowledges such reliance and  waives  any
defenses  to  the  enforcement  of the  documents  effecting  the
transaction  contemplated  by this  Contract  based  on  a  faxed
signature.


             [SIGNATURES APPEAR ON FOLLOWING PAGES]

     IN  WITNESS  WHEREOF,  the undersigned  have  executed  this
Contract of Sale to be effective as of the Effective Date.

                                SELLER:

                                PRECO II CRIC LLC,
                                a   Delaware  limited   liability
                                company


                                By: /s/ Marjorie Palace
                                Name: Marjorie Palace
                                Title: Authorized Person

                                Date:


                                PURCHASER:

                                AEI FUND MANAGEMENT INC.,
                                a Minnesota corporation


                                By: /s/ Pat Keene
                                Name: Patrick Keene
                                Title: CFO

                                Date: 3/24/04

                                Purchaser's EIN:  41-1328249


                RECEIPT OF EARNEST MONEY DEPOSIT
                 AND AGREEMENT OF TITLE COMPANY

     Chicago Title Insurance Company (the "Title Company") hereby
acknowledges  the  receipt of one (1) fully signed  and  executed
copy of this Contract.

      Upon  receipt, the Title Company agrees to hold the Earnest
Money Deposit in escrow as escrow agent for the benefit of Seller
and  Purchaser  and to dispose of the Earnest  Money  Deposit  in
strict accordance with the terms and provisions of this Contract.

                                CHICAGO TITLE INSURANCE COMPANY


                                By: /s/ Jon Guilding
                                Name:
                                Title: Vice President

                                Date: 3/26/04



                          SCHEDULE 5.3

                       SUBMISSION MATTERS


1.   Lease dated as of October 21, 2003 (the "Lease").

2.   Memorandum of Lease dated October 21, 2003.
3.   Guaranty executed by Apple American Group LLC with respect
     to the Lease and dated effective as of October 21, 2003.
4.   Certificates of Insurance for the Property in Seller's
     possession.
5.   Survey of the Property in Seller's possession.
6.   Phase I Environmental Site Assessment with respect to the
     Property.
7.   Zoning evidence of the Property in Seller's possession.
8.   Landlord Agreement dated October 21, 2003.


                            EXHIBIT A

                        LEGAL DESCRIPTION


PARCEL 1:

SITUATED IN THE TOWNSHIP OF PERKINS, COUNTY OF ERIE AND STATE  OF
OHIO AND BEING PART OF LOT NO. 2, IN THE HALLAM TRACT, OF SECTION
NO.  2  AND  BEING  PART  OF THAT 3.56 ACRE  PARCEL  CONVEYED  TO
BANCOHIO NATIONAL BANK, O.R. 21, PAGE 529 AND PART OF THAT 1.0733
ACRE  PARCEL  CONVEYED TO BANCOHIO NATIONAL BANK, O.R.  106  PAGE
314,  ERIE  COUNTY OHIO DEED RECORDS AND BEING MORE  PARTICULARLY
DESCRIBED AS FOLLOWS:

BEGINNING  FOR  REFERENCE  AT A 3 / 4"  IRON  ROD  FOUND  IN  THE
SOUTHWESTERLY LINE OF AN EASEMENT FOR HIGHWAY PURPOSES  DESCRIBED
AS  PARCEL  203LA, CASE NO. 32676, D.V. 317, PG.  550-52  AT  THE
NORTHERLY  LINE  OF STATE ROUTE 2 (U.S. ROUTE 6  RELOC.);  THENCE
UPON THE SOUTHWESTERLY LINE OF U.S. ROUTE 250, N. 35 DEG. 00' 00"
W.  203.79 FEET TO A 1/2" IRON ROD FOUND AT THE SOUTH LINE OF LOT
2  HALLAM TRACT; THENCE UPON THE SOUTHWESTERLY LINE OF U.S. ROUTE
250, DESCRIBED AS PARCEL 200, CASE 32675, D.V.317, PAGE 557 N  36
DEG.  21'  30"  W.  364.94 FEET TO A 1/2" IRON  ROD  SET  AT  THE
NORTHEASTERLY  CORNER  OF  A  1.0193  ACRE  TRACT   OF   BAYWINDS
PROPERTIES LIMITED PARTNERSHIP, O.R. 106, PAGE 317 AND  THE  TRUE
POINT OF BEGINNING FOR THIS DESCRIPTION;

THENCE  UPON  THE  NORTHERN LINE OF SAID TRACT AND  THROUGH  SAID
LANDS OF BANCOHIO S. 52 DEG. 14' 30" W. 231.11 FEET TO A 1  /  2"
CAPPED  REBAR SET; THENCE THROUGH SAID LANDS OF BANCOHIO,  N.  37
DEG.  54' 24" W. 234.95 FEET TO A 1 / 2" CAPPED REBAR SET IN  THE
SOUTH  LINE OF LANDS OF J.L. HUNTER AND J.P. LAYCOCK,  TR.,  D.V.
567, PAGE 493; THENCE UPON SAID LINE N. 52 DEG. 13' 49" E, 245.00
FEET  TO  A 1 / 2" CAPPED REBAR SET IN THE SOUTHWESTERLY LINE  OF
U.S.  ROUTE  250 AS DESCRIBED IN D.V. 397, PAGE 787; THENCE  UPON
SAID  LINE, S. 37 DEG. 54' 24" E. 204.94 FEET TO A 1 / 2"  CAPPED
REBAR  SET;  THENCE UPON SAID LINE, S 52 DEG. 05'  36"  W.  13.08
FEET  TO A 1 / 2" CAPPED REBAR SET; THENCE SOUTH 36 DEG. 21'  30"
E., 30.03 FEET TO THE POINT OF BEGINNING CONTAINING 1.3123 ACRES,
MORE OR LESS, SUBJECT TO ALL LEGAL HIGHWAYS.

THIS  DESCRIPTION WAS PREPARED BY JOHN HANCOCK,  R.S.  6918  FROM
SURVEYS  CONDUCTED  IN MAY, 1993 AND SEPTEMBER,  1994.   BEARINGS
HEREIN  ARE  BASED  ON  AN  ASSUMED  MERIDIAN  FOR  PURPOSES   OF
INDICATING ANGLES.

BEING  THE  SAME  PREMISES CONVEYED BY S  &  S  REALTY,  AN  OHIO
PARTNERSHIP  TO APPLE AMERICAN LIMITED PARTNERSHIP  OF  OHIO,  AN
OHIO  LIMITED PARTNERSHIP BY GENERAL WARRANTY DEED DATED  OCTOBER
3,  1994,  RECEIVED FOR RECORD NOVEMBER 8, 1994 AT 2:21 P.M.  AND
RECORDED IN ERIE COUNTY OFFICIAL RECORDS BOOK 200 PAGE 884.

PARCEL 2:

TOGETHER  WITH THE RECIPROCAL EASEMENT AGREEMENT BY  AND  BETWEEN
APPLE  AMERICAN LIMITED PARTNERSHIP OF OHIO AND S&S REALTY, DATED
NOVEMBER 25, 1994 IN VOLUME 200 PAGE 886 ERIE COUNTY RECORDS.