ASSIGNMENT AND ASSUMPTION
                               OF
                       PURCHASE AGREEMENT

      THIS  ASSIGNMENT  made and entered into  this  7th  day  of
October,  2005,  by  and  between AEI FUND  MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI INCOME & GROWTH  FUND
25 LLC, a Delaware limited liability company ("Assignee");

     WITNESSETH, that:

      WHEREAS,  on the 1st day of August, 2005, Assignor  entered
into  an  Purchase  Agreement  (hereinafter referred  to  as  the
"Agreement")  for that certain property located at 2908  Broadway
Ave., Yankton, South Dakota, which is more particularly described
within the Agreement, (the "Property) with CDK Associates LLC,  a
South Dakota limited liability company, as Seller; and

      WHEREAS,  Assignor  desires to assign to  Assignee  all  of
Assignor's  rights,  title and interest  in,  to  and  under  the
Agreement  regarding the Property and Assignee desires to  assume
all of Assignor's rights, title and interest in, to and under the
Agreement regarding the Property 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 regarding the Property 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 regarding the
          Property 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.,
a Minnesota corporation


By:  /s/ ROBERT P JOHNSON
  Name:  Robert P Johnson
  Title: President


ASSIGNEE:

AEI INCOME & GROWTH FUND 25 LLC,
a Delaware limited liability company

By:  AEI Fund Management XXI, Inc.,
     a Minnesota corporation, its Managing Member


By:  /s/ ROBERT P JOHNSON
  Name:  Robert P Johnson
  Title: President




                       PURCHASE AGREEMENT

      This  PURCHASE AGREEMENT ("Agreement") is made and  entered
into  as  of the Effective Date, as hereinafter defined,  by  and
between   CDK  Associates  LLC  (the  "Seller"),  and  AEI   Fund
Management  Inc.,  or its successors and assigns  (the  "Buyer").
This  Agreement  shall  be  effective  as  of  the  last  party's
execution hereof ("Effective Date").

RECITALS:

     A.    Seller desires to sell the Property described below to
Buyer  and  Buyer desires to              purchase  the  Property
described    below   in   accordance   with   the    terms    and
conditions as hereinafter set forth.

     B.   Seller leases the Property to Tractor Supply Company.

     C.    In  accordance with the terms and conditions set forth
in  this Agreement, Seller               wishes to sell to Buyer,
and  Buyer  wishes  to  purchase from  Seller,  all  of  Seller's
right,  title  and  interest in, to and under the  Property,  the
building, fixtures and             improvements thereon  and  any
personal or intangible property related thereto.

NOW, THEREFORE, the parties do hereby agree as follows:

     1.   DESCRIPTION:

          Seller is the owner of all right, title and interest in
and  all  the  property  located  at               2908  Broadway
Avenue, the City of Yankton, the county of Yankton, the state  of
South Dakota; and more particularly described as follows:

               Lot 1, TSC Addition of Yankton, SD

          The conveyance shall include all easements, rights, and
          appurtenances  thereto,  all  improvements,   fixtures,
          personal  property and intangible property relating  to
          or now or hereafter located thereon and all of Seller's
          right,  title  and  interest in  and  to  any  streets,
          roadways,  alleys, sidewalks, both public and  private,
          adjacent   to   the  above  real  estate   (hereinafter
          collectively referred to as the "Property").

     2.   PURCHASE PRICE:

          The  Purchase Price for the Property is Two Million Two
          Hundred  Twenty  Five  Thousand Eight  Hundred  Dollars
          ($2,225,800); payable as follows:

          A.    Twenty Five Thousand Dollars ($25,000)  in  cash,
          check or wire transfer ("Earnest Money") which shall be
          delivered  to  First American Title Insurance  Company,
          1900   Midwest   Plaza   West,   801   Nicollet   Mall,
          Minneapolis, MN ("Title Company"), within five (5) days
          after the Effective Date, and which shall be placed  in
          an  interest bearing account and held in trust  pending
          the  closing  of the transaction contemplated  by  this
          Agreement.  The Earnest Money shall be fully applicable
          to  the purchase price should the transaction close and
          be  fully  refundable to Buyer if the transaction  does
          not close.

          B.   The balance by cashier's check or wire transfer at
          the time of closing.

     3.   DUE DILIGENCE, CLOSING, DISPOSITION OF EARNEST MONEY:

          A.   Subject  to the terms provided below, Buyer  shall
               have  until  no  later than Forty Five  (45)  days
               after  the Document Delivery Date (defined  below)
               (but  not less than thirty (30) days after Buyer's
               actual  receipt  of any information  or  documents
               Buyer  shall  undertake to update as  further  set
               forth  in  to this Agreement) to conduct  its  due
               diligence   of   the  Property   ("Due   Diligence
               Period").

          B.     Buyer  may extend the Due Diligence Period  upon
               the written mutual agreement of the parties.

          C.   If  Buyer  does  not send Seller  notification  of
               satisfaction  of its due diligence contingency  on
               the  last  date  of the Due Diligence  Period,  as
               extended,  then  this Agreement shall  expire  and
               have  no further force and effect; and all Earnest
               Money  shall be returned to Buyer.  In  the  event
               Buyer does give notice of satisfaction of its  due
               diligence  contingency,  then  the  Closing  shall
               occur no later than ten (10) days after      Buyer
               has provided Seller with notice of satisfaction of
               Buyer's  due  diligence contingency,  provided  no
               materially   adverse  change   to   the   Property
               Documents  has occurred.  If a materially  adverse
               change  to  the  Property Documents has  occurred,
               Buyer  shall  be  allowed five  business  days  to
               review  and  approve such changes or to  terminate
               this Agreement, and upon such termination, receive
               immediate  return  of the Earnest  Money  together
               with interest thereon.


     4.   REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER:

          Seller does hereby covenant, warrant and represent  to
          Buyer as follows:

          A.    Seller  has  and  will convey  good,  marketable,
          insurable  title  to the Property of record,  free  and
          clear  of all liens, encumbrances, leases, claims,  and
          charges;   all  easements,  rights-of-way,   covenants,
          conditions  and  restrictions; and  any  other  matters
          affecting title thereto, except for such matters as are
          approved  or waived by Buyer in writing (the "Permitted
          Encumbrances").

          B.    To the best of Seller's knowledge and belief, the
          conveyance  of  the Property pursuant hereto  will  not
          violate   any  applicable  statute,  conditional   use,
          variance,   ordinance,  governmental   restriction   or
          regulation, or any private restriction or agreement.

          C.   The  Property is benefited by direct access  to  a
               publicly  dedicated  street  or  road  and   other
               adjacent right of ways and shall be conveyed as  a
               separate legal and tax parcel ("Legal Parcel").

          D.    There is no litigation pending, or to the best of
          Seller's  knowledge,  investigation,  condemnation   or
          proceeding  of any kind threatened against the  Seller,
          which  may  have  a material adverse  effect  upon  the
          Property.

           E.    Seller is not a "foreign person" (as defined  in
     section  1445(f)(3)  of the     Internal  Revenue  Code  and
     regulations issued thereunder).

          F.    Seller  is not aware of any private  covenant  or
          restriction that would prohibit or adversely impact the
          development or operation of the Property.

          G.     To   the  best  of  Seller's  knowledge,  Seller
          represents   that  there  are  no  underground   tanks,
          basements,  foundations,  wells,  cisterns,  or   other
          underground structures or debris of any nature  on  the
          Property.  Seller further represents that the  Property
          is  not  located in a designated flood plain, nor  does
          the Property contain any wetlands.

           H.    Seller has the requisite power and authority  to
     enter  into and perform this   Agreement and those  Seller's
     Closing Documents to be signed by it.

           I.    The Improvements (including, but not limited to,
     the  utilities, mechanical     systems, roof, foundation and
     walls)  are in sound condition and in good    working  order
     as  of the Effective Date hereof.  Seller shall further have
     the   on-going obligation up through the Date of Closing  to
     inform  Buyer  of  any      defect in the Improvements  that
     occur  between the Effective Date of this     Agreement  and
     the Closing Date.

          J.    To  Seller's knowledge, Seller has  disclosed  to
          Buyer  all  information relating to the  Property  that
          could reasonably be expected to have a material adverse
          effect on the Property.

           If  the Seller subsequently becomes aware of the  fact
     that  any of the representations and warranties made  herein
     is  no  longer  accurate, then the Seller shall  immediately
     disclose  same  to  the Buyer.  Each of the  warranties  and
     representations contained in this Section and other Sections
     of  this  Agreement shall be deemed made as of the  date  of
     this Agreement and again as of the Date of Closing.

           Seller  shall  indemnify  Buyer,  its  successors  and
     assigns,  against, and shall hold Buyer, its successors  and
     assigns,  harmless from, any costs, expenses or  damages  of
     any  kind  or nature, including reasonable attorneys'  fees,
     which  Buyer may incur because of any breach of any  of  the
     representations  and  warranties herein  contained,  whether
     incurred  prior  to  or  after the  Date  of  Closing.   All
     warranties,  representations and indemnifications  contained
     in this Agreement shall survive Closing.

     5.   ENVIRONMENTAL LAWS:

           A.    Seller represents and warrants that no toxic  or
     hazardous  substances or wastes, pollutants or  contaminants
     (including, without limitation, asbestos, urea formaldehyde,
     the  group  of  organic compounds known  as  polychlorinated
     biphenyls, petroleum products including gasoline, fuel  oil,
     crude oil and various constituents of such products, or  any
     hazardous   substance  as  defined  in   the   Comprehensive
     Environmental  Response Compensation and  Liability  Act  of
     1980   ("CERCLA"),   42   U.S.C.  9601-9657,   as   amended)
     ("Hazardous   Materials")  have  been  generated,   treated,
     stored,  released  or  disposed  of,  or  otherwise  placed,
     deposited in or located on the Property by Seller or by  any
     lessee,  agent, employee, licensee or invitee of Seller  nor
     has  any activity been undertaken on the Property by  Seller
     or  by  any lessee, agent, employee, licensee or invitee  of
     Seller that would cause or contribute to (a) the Property to
     become a treatment, storage or disposal facility within  the
     meaning of, or otherwise bring the Property within the ambit
     of,  the  Resource Conservation and Recovery   Act  of  1976
     ("RCRA"),  42 U.S.C. 6901 et seq., or any similar state  law
     or  local ordinance, (b) a release or threatened release  of
     toxic  or  hazardous  wastes  or substances,  pollutants  or
     contaminants,  from the Property within the meaning  of,  or
     otherwise bring the Property within the ambit of, CERCLA, or
     any  similar  state  law  or local  ordinance,  or  (c)  the
     discharge  of pollutants or effluents into any water  source
     or  system,  the dredging or filling of any  waters  or  the
     discharge into the air of any emissions, that would  require
     a  permit under the Federal Water Pollution Control Act,  33
     U.S.  C.  1251  et  seq., or the Clean Air Act,  42  U.S.C.,
     7401  et  seq., or any similar state law or local ordinance.
     To the best knowledge of Seller after due inquiry by Seller,
     neither Seller nor any lessee, agent, employee, licensee  or
     invitee   of   Seller  has  introduced  any  substances   or
     conditions in or on the Property that may support a claim or
     cause  of  action under RCRA, CERCLA or any  other  federal,
     state   or   local   environmental  statutes,   regulations,
     ordinances  or  other environmental regulatory requirements.
     To the best knowledge of Seller after due inquiry by Seller,
     no  above  ground or underground tanks, are  located  in  or
     about  the Property or have been located under, in or  about
     the Property and have subsequently been removed or filled.

           Seller  further  warrants that  Seller  has  not  been
     informed,  advised  or notified, of any Hazardous  Materials
     including the use of above or underground storage tanks  on,
     under or about the Property.

           B.    In the event that Hazardous Materials as defined
     herein are found or suspected to be present on the Property,
     or other circumstances as set forth in the preceding section
     exist,  then Buyer may terminate this Agreement.   If  Buyer
     does  not  elect to terminate, then Seller shall  remove  or
     otherwise remediate any Hazardous Materials on or under  the
     Property and/or rectify any other condition set forth in the
     preceding section to Buyer's satisfaction within thirty (30)
     days   after   receipt  of  notice  from  Buyer   that   the
     contingencies  have been satisfied.  The  Closing  shall  be
     delayed  for the period necessary for Seller to comply  with
     the terms of this section.

     6.   OBLIGATIONS OF SELLER PRIOR TO CLOSING:

           Seller  shall  deliver to Buyer at Seller's  cost  and
expense the following:

          A.   Property Documents.  On or before the fifth (5th)
          Business Day after the Effective Date (the"Document
          Delivery Date"), Seller shall deliver to Buyer for its
          review true, correct and complete copies of all contracts,
          documents, books, records and other
          materials relating to the Property, to the extent
          that the same are in the possession of or available
          to Seller, all at Seller's sole cost and expense, including
          without limitation the Lease, title policies, surveys,
          as-built plans and specifications, structural and
          mechanical reports, engineering tests, soil tests,
          environmental reports and assessments, plans,
          agreements, governmental permits and approvals,
          licenses, appraisals, construction warranties, land
          studies, a description of existing and proposed local
          improvements affecting the Property (including, without
          limitation, assessment levels), a certificate from the
          appropriate governmental authorities confirming the zoning,
          building and  platting status of the Property, all
          correspondence with Tenant and all governmental entities
          regarding the Property, all property tax statements
          and assessed value notices, all insurance policies all
          information relating  to  the Property, and a completed
          Property questionnaire in the form attached to Seller's
          marketing materials, and a copy of the existing stores
          sales for the last six months, if such are in  Seller's
          possession collectively, the "Property Documents").  Seller
          shall provide Buyer with any and all updates to the
          Property Documents and any other information regarding
          the Property that may become available prior to the
          Closing Date.

          B.   Within fifteen (15) days of the Effective Date:

                (1)  A commitment (including a pending and levied
          special  assessment  search) for an ALTA Form B  Owners
          Policy  of  title insurance ("Title  Commitment")  from
          the  Title  Company, which shall include copies      of
          all  documents referenced therein and shall  commit  to
          insure title   as follows:

                               Insure  that,  at  Closing,  Buyer
               shall have good, marketable and    insurable title
               of  record to the Property, free and clear of  all
               liens,      encumbrances,  encroachments,  leases,
               claims   and  charges;  all   material  easements,
               rights   of   way,   covenants,   conditions   and
               restrictions;  and  any  other  matters  affecting
               title,  except  for the    Permitted  Encumbrances
               and  such  matters as are approved by Buyer     in
               writing, with affirmative coverage over mechanic's
               liens  and  with      full extended coverage  over
               all     general     exceptions,    deletion     of
               arbitration  and creditor's rights provisions  and
               containing      comprehensive,  3.1  zoning   with
               parking, contiguity and access     endorsements;

                (2)   Copies  of  all covenants,  conditions  and
     restrictions,  and easements                  affecting  the
     Property,  and  any  other verbal notices  or  documents  in
     Seller's possession relating to the Property; and

                       (3)      A  full legal description and  an
                    ALTA   survey   of  the  Property,   and   an
                    environmental  Phase I report of  a  previous
                    dating;   Buyer  shall within  five  business
                    days  from  receipt  of the  foregoing  order
                    updates of the same at Buyer's expense;

                       (4)     Proposed Warranty Deed, Assignment
                    and   Assumption  of  Lease,  and  the  other
                    closing  documents to be delivered at closing
                    by  Seller; if the parties hereto are  unable
                    to reach agreement as to the form and content
                    of said documents prior to the end of the Due
                    Diligence   Period,  this   Agreement   shall
                    terminate   and  Buyer  shall   receive   the
                    immediate return of its Earnest Money and any
                    interest thereon.

          C.   Buyer shall be allowed up to the latter of the end
               of  the  Due Diligence Period or thirty (30)  days
               after  receipt  of  the Title Commitment,  updated
               Phase  I  Environmental Report  and  updated  ALTA
               Survey   [such   updated  Survey   and   Phase   I
               Environmental  Report  as  ordered  by  Buyer   at
               Buyer's expense] (and five (5) business days  from
               receipt of any subsequent update or endorsement to
               the  Title Commitment occurring after the date  of
               the  Title  Commitment to be delivered  by  Seller
               adding   new   or   additional   requirements   or
               exceptions  thereto) to make  any  objections,  in
               Buyer's  sole discretion, to the Title  Commitment
               or  matters not previously reflected on  the  ALTA
               Survey or Phase I Environmental Report of previous
               date supplied by Seller. Objections are to be made
               in  writing or are to be deemed to be waived.   If
               any  objections are made, Seller shall be  allowed
               thirty  (30) days to correct such objections.   In
               the event Seller is unable to cure such objections
               within this period, Buyer shall have the option to
               either  (1) acquire the Property subject  to  such
               objections,  lien,  encumbrance  or  other   title
               defect  at  Buyer's discretion, with  a  right  to
               deduct from the Purchase Price amounts required to
               clear  any  title  defects; or  (2)  rescind  this
               Agreement, in which latter event the Earnest Money
               herein  paid,  together with all  interest  earned
               thereon, shall be immediately refunded to Buyer.





     7.   EXAMINATION OF PROPERTY:

           It  is expressly understood by Seller that, during the
term of this Agreement, Buyer                intends to undertake
preliminary  investigation for the development of  the  Property,
as follows:

           A.    From and after the date hereof, Buyer,  and  its
representatives, shall have the                   right to  enter
upon  the Property for the purpose of surveying, conducting  soil
tests  thereon, and making such other physical inspection thereof
as   Buyer                   deems   necessary  or   appropriate;
provided, however, that in the course of                     such
activities,  Buyer  shall  make no  visible  improvements  to  or
changes  in                    the property prior to the Date  of
Closing,      and     shall     repair     any     damage      or
disturbance  caused  by Buyer's activities.   Any  inspection  of
Buyer  pursuant                     to this section shall not  be
construed   so   as   to   waive  or   limit   any   of   Buyer's
rights or remedies hereunder.

           B.    Buyer hereby agrees to hold Seller harmless from
liabilities  that  may  arise                    out  of  Buyer's
presence on the Property prior to the Date of Closing.


     8.   TAXES AND PRORATIONS:

          A.   On or before the Date of Closing, Seller shall pay
all  real  estate  taxes and                     installments  of
special  assessments payable in all years prior to  the  year  of
Closing.

           B.    All  real estate taxes for the year  of  Closing
shall be prorated as of the Date of               Closing.

          C.   Seller shall pay all special assessments if levied
or   pending  as  of  the                          Closing   Date
including all installments of special assessments for the year of
Closing  or subsequent years.  For purposes of this Agreement,  a
"pending"                     special assessment means  any  work
or  project which, as of the Date of                     Closing,
has  been  directed or authorized by any governmental  authority,
the                  cost of which will be, but has not yet  been
certified  to and included in the                  real  property
taxes   payable   with   respect  to  the   Property.    "Special
assessments"  does not include the general tax  levy  of  Special
Improvement                   Districts which shall be treated as
real estate taxes.

           D.    Seller shall pay all recording fees except  that
Buyer  shall pay any recording                     fees necessary
for its financing of the purchase of the Property.

          E.   Any  escrow  closing fee shall be paid equally  by
               Buyer  and  Seller.  Seller shall pay the  premium
               for  the  Title Policy in favor of  Buyer  in  the
               amount  of the Purchase Price issued at  or  after
               the  Closing  by  the Title Company.   Each  party
               shall pay its attorneys' fees.

     9.   OBLIGATIONS OF SELLER AT CLOSING:

          At Closing and subject to the full performance by Buyer
under this Agreement,              Seller shall do the following:

          A.   Deliver  to  Buyer the Warranty Deed in  the  form
               agreed   upon  by  the  parties  during  the   Due
               Diligence  Period, duly executed and  acknowledged
               by  Seller, in recordable form, conveying to Buyer
               good and marketable title to the Property free and
               clear   of  all  liens,  encumbrances,  covenants,
               conditions,      restrictions,      rights-of-way,
               easements,  claims  of  tenants  (other  than  the
               Tenant), occupants and promissory rights  and  any
               other matters affecting title except the Permitted
               Encumbrances.

          B.   An Assignment and Assumption of Lease, in
               recordable form, as agreed upon by the parties
               during the Due Diligence Period.


          C.   A Bill of Sale in the form agreed upon by the
               parties during the Due Diligence Period conveying
               Seller's personal property and intangible property
               (including but not limited to warranties and
               guaranties) related to the Property, executed by
               Seller;

            D.     Deliver   proof  of  Seller's  authority   and
authorization  to enter into this                  Agreement  and
the   transactions  contemplated  hereby,  and  such   proof   of
the  power  and  authority  of  the  individual(s)  executing  or
delivering  any                      instruments,  documents   or
certificates   on   behalf   of   Seller   to   act    for    and
bind  Seller  as  may be reasonably required  by  Title  Company,
Buyer, or                     both;

           E.   Deliver to Buyer its affidavit, duly executed and
acknowledged  by  Seller,  in                    customary  form,
relative  to judgments, federal tax liens, mechanic's  liens  and
outstanding interests in the Property.

           F.    Deliver  to  Buyer a certificate,  in  form  and
substance satisfactory to the                     parties  hereto
and  their  counsel, properly executed by Seller containing  such
information  as shall be required by the Internal  Revenue  Code,
and  the                  regulations issued thereunder, in order
to  establish that Seller is not a                       "foreign
person"  (as defined in Section 1445(f)(3) of such Code and  such
regulations).

            G.    Deliver  to  the  title  insurer  any  and  all
documentation  required by the terms                     of  this
Agreement  so  that the title insurer may issue the title  policy
described                     in this Agreement.

           H.   Deliver possession of the Property free and clear
from  all liens and                      encumbrances and  claims
of    tenants   or   other   occupants   or   possessory   rights
of the Property except for the Tenant.

           I.    Deliver  to  Buyer an affidavit reaffirming  the
representations   and   warranties                      in   this
Agreement.

          J.   Deliver any other documents contemplated by the
               terms of this Agreement, including copies of all
               warranties, and assignments thereof to Buyer
               and/or Lessee, issued to or required to be
               provided to Lessee as designated in the Lease.
..

     10.  OBLIGATIONS OF BUYER AT CLOSING:

          Subject to the full, complete and timely performance by
Seller of its obligations               hereof, Buyer shall do
the following:

           A.    Deliver  to Seller the balance of  the  purchase
price  in  the  manner set forth                      herein  and
authorize the payment of the earnest money to Seller.

          B.   Pay, or make satisfactory arrangements to pay, any sum
               required to be paid by Buyer pursuant to any part of this
               Agreement.

          C.   Execute and deliver the Assignment and Assumption of Lease.

     11.  REMEDIES:

          A.   If Buyer defaults on its obligations hereunder and
such default continues for                   a period of ten (10)
days  after  written notice, then the retention  of  the  earnest
money  shall  be  Seller's exclusive remedy  hereunder  and  said
monies  shall  be               deemed liquidated  damages.   The
parties      hereto      agree     that      such      liquidated
damages  are  not a penalty, but represent actual damages  Seller
will  sustain                   upon any default by Buyer,  which
damages  will be substantial but are                    extremely
difficult to ascertain.

           B.    In the event Seller shall fail to consummate the
sale  of  the Property for any                 reason except  the
default  of  Buyer, and such failure continues for  a  period  of
ten  (10)  days after written notice, Buyer may enforce  specific
performance                    of this Agreement within  six  (6)
months from the time such cause of action                   arose
and  may  bring  suit for damages against Seller,  which  damages
shall                     include,  but not be  limited  to,  all
losses,        liabilities,       costs,       and       expenses
(including reasonable attorney's fees) incurred by Buyer.



     12.  NOTICES:

          All notices, demands and requests which may be given or
which are      required to be                given by either
party to the other shall be in writing, shall be  personally
delivered                sent by United States mail, express mail
or certified with return receipt requested, or              by
facsimile at the numbers below as follows:

     If to Seller:       CDK Associates LLC
                         Attn: Les Kinstad
               Address:  115 South Main Ave
                         Souix Falls SD 57104

               Phone:    605-321-6300

     If to Buyer:        AEI Fund Management, Inc.
                         Attn:  George Rerat
               Address:  1300 Wells Fargo Place
                         Saint Paul, Minnesota 55101
               Phone:    651 227-7333
               With a copy to:

                         Michael B. Daugherty
                         Daugherty Law Firm
                         Suite 1300
                         30 East Seventh Street
                         Saint Paul, Minnesota 55101
               Phone:    612 720-0777



All notices shall be deemed delivered either upon: (1) receipt in
case of personal service, or (2) mailing in case of U.S. mail  or
certified mail, (3) deposit in the case of express mail or (4) by
facsimile upon transmission.

     13.  ASSIGNMENT:

           The  rights and obligations of Buyer hereunder may  be
     freely assigned by Buyer and Buyer shall provide Seller with
     notice of the assignment.  Seller shall notify Buyer of  any
     assignment of its interest herein, and such assignment shall
     not relieve Seller of its obligations to perform hereunder.

     14.  TAX PLANNING:

            Buyer or Seller may assign its interest herein  to  a
     third   party  for  purposes  of  effectuating  a  like-kind
     exchange  of  real estate pursuant to Section  1031  of  the
     Internal  Revenue Code.  Seller and Buyer agree to cooperate
     and execute documents as may be necessary for this purpose.

     15.  RISK OF LOSS:

           Seller  shall bear the risk of loss or damage  to  the
     Property  from  all  causes, other than  the  activities  of
     Buyer,  until  Closing.  If, prior to Closing,  all  or  any
     material part of the Property is damaged by a fire or  other
     casualty,  or  condemnation  proceedings  are  commenced  or
     written  notice  of  such proceedings  given,  Seller  shall
     promptly  give  Buyer  written  notice  of  such  damage  or
     condemnation notice.  Upon delivery of such notice of damage
     or condemnation (from Seller or otherwise), Buyer shall have
     the  right to terminate this Agreement by delivering written
     notice  to  Seller within ten business days.  If Buyer  does
     not  elect  to terminate this Agreement within such  period,
     Seller  shall  convey the Property to Buyer on  the  Closing
     date in its damaged condition, and will assign to Buyer  all
     of  Seller's right, title and interest in and to any  claims
     Seller  may  have  under  insurance  policies  covering  the
     Property or under any condemnation awards.

     16.  MISCELLANEOUS:

           A.   This Agreement shall inure to the benefit of, and
be    binding    upon,   the                      administrators,
successors and assigns of the parties hereto.

               B.    This  Agreement shall not be construed  more
               strictly against one party than against the other,
               merely by virtue of the fact that it may have been
               drafted  or  prepared by counsel for  one  of  the
               parties,  it being recognized that both Buyer  and
               Seller   have   contributed   substantially    and
               materially to the preparation of this Agreement.

          C.    The parties agree to execute mutually and deliver
          to  each  other, at closing,    such other and  further
          documents as may be reasonable required by counsel  for
          the  parties or title insurer, to carry into effect the
          purposes and intents of his Agreement.

          D.  This  offer to purchase expires at 5:00 p.m. CT  on
               the  fifth  (5th) business day after execution  by
               Buyer  unless this Agreement is fully executed  by
               Seller.

          E.    This is a final agreement between the parties and
          supersedes    all    previous     understandings    and
          agreements,  oral or written, relative to  the  subject
          matter   of   this   Agreement.   Any   amendments   or
          alterations to this Agreement shall be made in  writing
          and appended hereto.

           F.   This Agreement may be executed by facsimile or in
multiple  counterparts,                  each of which  shall  be
deemed   to   be  an  original,  but  all  of  which,   together,
shall constitute one and the same instrument.

           G.    This agreement shall be deemed to have been made
in  South  Dakota and                     shall be  construed  in
accordance with the laws of the State of South Dakota.

          H.     Unless  otherwise  expressly  stated,  all  time
          periods  referred  to herein shall be  deemed  to  mean
          calendar  days.  In the event any date for  performance
          by either party of any obligation hereunder required to
          be  performed by such party falls on a Saturday, Sunday
          or  holiday recognized by the federal government or the
          State of South Dakota, the time for performance of such
          matter shall be deemed extended until the next business
          day immediately following such date.

     17.  REAL ESTATE BROKERS:

          In this transaction, Duemelands Commercial LLLP, is the
          only  real  estate broker. Each party  shall  hold  the
          other harmless from any claims by any other broker  for
          compensation in connection with this transaction.

          Seller shall pay a commission fee equal to 2% of  total
          sale  price, plus any required state sales tax, to  the
          procuring broker, Duemelands Commercial LLLP.





  [Remainder of Page Intentionally Left Blank - Signature Page
                            Follows]








The  parties have caused these presents to be executed  as  of
the day and year written below.


SELLER:        CDK Associates LLC


               By: /s/ Lester Kinstad
               Name:   Lester A Kinstad
               Its:    Managing Member

Dated:              August 1, 2005


BUYER:         AEI FUND MANAGEMENT, INC.


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

Dated:              July 28, 2005