ASSIGNMENT AND ASSUMPTION
                               OF
                       PURCHASE AGREEMENT

      THIS  ASSIGNMENT  made and entered into this  31st  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 7th day of October, 2005, Assignor  entered
into  an  Purchase  Agreement  (hereinafter referred  to  as  the
"Agreement")  for  that certain property located  at  297  Loudon
Road,   Concord,  New  Hampshire,  which  is  more   particularly
described within the Agreement, (the "Property) with Loudon  Road
N.H.  Rte.  9  Development,  LLC, a New  York  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  accept
the  assignment  thereof and assume Assignor's right,  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 AND SALE AGREEMENT

     This  Purchase  and  Sale Agreement  (this  "Agreement")  is
entered into as of this 7th day of October, 2005, between  LOUDON
ROAD  N.H.  RTE. 9 DEVELOPMENT, LLC, a New York limited liability
company  ("Seller"), and AEI FUND MANAGEMENT, INC.,  a  Minnesota
corporation  ("Buyer").  The date on which the last party  hereto
executes  this  Agreement  is  hereafter  referred  to   as   the
"Effective Date".

     In  consideration of the mutual covenants set  forth  herein
and  in  consideration of the earnest money deposit herein called
for, the parties agree as follows:

     Section 1.     SALE AND PURCHASE.  Seller shall sell, convey, and
assign to Buyer, and Buyer shall purchase, assume and accept from
Seller, for the Purchase Price (hereinafter defined) and  on  and
subject  to  the  terms  and conditions  herein  set  forth,  the
following:

          (a)  the tract or parcel of land comprised of approximately 0.60
acres and located at 297 Loudon Road, City of Concord, County  of
Merrimack,  New  Hampshire,  and more particularly  described  in
EXHIBIT A attached hereto, together with all rights and interests
appurtenant thereto, including all of Seller's right, title,  and
interest  in and to adjacent streets, alleys, rights-of-way,  and
any  adjacent  strips and gores of real estate (the "LAND");  all
improvements  located on the Land, including  that  certain  one-
story building which consists of approximately 5,996 square  feet
(the  "IMPROVEMENTS");  and  all rights,  titles,  and  interests
appurtenant to the Land and Improvements;

          (b)  all of Seller's interest in and rights and obligations under
the  Lease  dated  June  30,  2005, by  and  between  Seller  and
Sterling, Inc., an Ohio corporation (the "TENANT"), providing for
the use and occupancy of the improvements and Land (the "LEASE"),
and under that Guaranty of Lease of Sterling Jewelers, Inc. dated
June  24,  2005 (the "GUARANTY"), and all rents prepaid  for  any
period subsequent to the Closing Date (defined below); and

          (c)  to the extent assignable by Seller and not previously
assigned  to  Tenant  as required under the  Lease,  all  of  the
following,  if  any,  relating  solely  to  the  Land   and   the
Improvements; (1) warranties, guaranties, indemnities, and claims
(all  subject to Seller's reservation of its rights with  respect
to  claims  thereunder  which arise from facts  or  circumstances
existing  prior  to the Closing Date or during  any  period  when
Seller  remains  liable to Tenant or Buyer with  respect  to  the
Property),   (2)   plans,   drawings,  specifications,   surveys,
engineering  reports,  and other technical information,  and  (3)
other  property  (real, personal, or any other) relating  to  the
leasing,   maintenance,  service,  or  operation  of  the   Land,
Improvements,  or  the Lease (such assignment to  be  subject  to
Seller's  reservation  of  its  rights  with  respect  to  claims
thereunder which arise from facts or circumstances existing prior
to  the  Closing  Date or during any period when  Seller  remains
liable to Tenant or Buyer with respect to the Property).

The   above-listed  items  are  herein  collectively  called  the
"PROPERTY".   All  of the Property shall be sold,  conveyed,  and
assigned  to Buyer at Closing (defined below) free and  clear  of
all  liens except for the lien of real property taxes not yet due
and  payable, and subject to the Permitted Encumbrances  (defined
below).

     Section 2.     PURCHASE AND SALE.  Seller agrees to sell  to
Buyer,  and  Buyer agrees to purchase from Seller,  the  Property
upon the terms and conditions set forth in this Agreement.

     Section 3.     PURCHASE PRICE.  The Purchase Price ("PURCHASE
PRICE")  for the Property shall be $4,072,800.00  to be  paid  in
cash  or  cash equivalent as set forth in Section 9,  subject  to
adjustment thereof pursuant to Section 9(e) hereof.

     Section 4.     EARNEST MONEY.  Within two (2) business days after
the  Effective Date, Buyer shall deliver to Hebert & Uchida,  244
North  Main Street, Concord, New Hampshire  03301, as  agent  for
Chicago Title Insurance Company ("TITLE COMPANY") a check or wire
transfer in the amount of $50,000.00 (the "Earnest Money"), which
the Title Company shall immediately deposit for collection in  an
interest bearing account or accounts bearing interest at not less
than the daily passbook rate.

     If  for any reason this Agreement is terminated prior to the
expiration of the Inspection Period, then the Earnest  Money  and
any  interest  accrued thereon shall be immediately  returned  to
Buyer.   If  the  transaction  contemplated  hereby  proceeds  to
Closing, the Earnest Money shall be paid to Seller at Closing and
Buyer  shall receive a credit against the Purchase Price  payable
hereunder  in  the  amount  of the Earnest  Money  plus  interest
accrued  thereon.  If Buyer does not terminate this Purchase  and
Sale Agreement as set forth in and when allowed under Sections 5,
6  or 7 hereof, or otherwise as expressly allowed hereunder,  the
Earnest   Money  shall,  except  to  the  extent   any   of   the
contingencies to Buyer's performance hereunder (including without
limitation  Seller's  performance of its  obligations  hereunder)
shall not be satisfied, thereafter be deemed non-refundable.   As
used  in this Agreement, the term "EARNEST MONEY" shall mean  the
amount  deposited  by Buyer, together with all  interest  accrued
thereon or deemed to have accrued thereon, as provided above.

     Section 5.     DELIVERY OF INFORMATION BY SELLER.  Within five
(5) business days of the Effective Date, Seller shall deliver  or
cause to be delivered to Buyer the following:

          (a)  A title insurance commitment issued by-the Title Company
naming  Buyer as the proposed insured and insuring Buyer  in  the
amount of the Purchase Price (the "TITLE COMMITMENT");

          (b)  Copies of all documents referred to in the Title Commitment
(the "TITLE COMMITMENT DOCUMENTS");

          (c)  A copy of Seller's existing Phase I Environmental Report and
copies  of  any  other environmental reports on the  Property  in
Seller's possession;

          (d)  A copy of Seller's existing ALTA/ACSM Land and Improvements
survey (the "EXISTING SURVEY");

          (e)  A copy of the executed Lease and any amendments thereto;

          (f)  A copy of the executed Guaranty of Lease and any amendments
or modifications thereto;

          (g)  Any soil boring logs, geotechnical or other engineering
reports;

          (h)  If in Seller's possession, zoning information concerning the
current zoning of the Property;

          (i)  Site plans and building plans and specifications;

          (j)  Names, addresses and phone numbers of utility companies
servicing the Property; and

          (k)  Copy of current real estate tax statement.


Buyer  shall have an "INSPECTION PERIOD" of fifteen (15) business
days  from  receipt of the last of the foregoing  to  review  and
approve  the foregoing or terminate this Agreement in  accordance
with  the  terms  of  subparagraph 6(b)  below  in  Buyer's  sole
discretion.

Seller,  at  its  own  expense,  shall  provide  Buyer  with  the
following,  which  Buyer shall have fifteen (15)  days  from  the
receipt  of  the  last  of the following to review  (the  "REVIEW
PERIOD"); provided, however, Buyer shall use its best efforts  to
complete  its review of such items in a timely manner to expedite
the  transaction toward Closing, and shall waive (in Buyer's sole
but  reasonable discretion) the requirement of an entire  fifteen
(15) day review period as to a de minimis number of the following
items  that  may  not be available until several  days  prior  to
Closing:

          (l)  A copy of any items to be specifically assigned to Buyer
under paragraph 1(c).  The form of said Assignment and Assumption
of  Warranties, Guaranties, Indemnities and Intangibles shall  be
as attached hereto as EXHIBIT D;

          (m)  A current ALTA As-Built Survey, certified to Buyer and Title
Company (Buyer's review thereof shall be confined to matters  not
theretofore  reflected on the Title Commitment  or  the  Existing
Survey as provided to Buyer);

          (n)  Proposed general warranty deed;

          (o)  Balance Sheet of Seller;

          (p)  An original Reliance Letter certified to Buyer from the
engineer who prepared the Seller's Phase I Environmental Report;

          (q)  Certificate of Occupancy, and Certificate of Completion from
the  project architect and general contractor certifying that  as
of the date thereof and to their best knowledge, the Improvements
have   been   completed  in  accordance  with   the   plans   and
specifications for the Property and substantially comply with all
applicable  rules  and  regulations of  governmental  authorities
having jurisdiction over the Property and the objective standards
of the Americans with Disabilities Act;

          (r)  Certificate of Insurance evidencing Tenant's compliance with
the Lease requirements;

          (s)  A project cost statement, signed by Seller, itemizing in
percentages totaling 100%, the following costs: land acquisition,
soft costs, building construction, and site work;

          (t)  Copies of any and all warranties and assignments thereof,
issued  to or required to be provided to Tenant as designated  in
the  Lease.   Seller's interest in any and all warranties,  which
are  to  be  jointly held between Landlord and Tenant  under  the
Lease, shall be assigned to Buyer at Closing.

The  documents described in this Section are herein  collectively
called  the  "DOCUMENTS," and the information  contained  in  the
Documents is herein collectively called the "INFORMATION." Seller
further  agrees  to deliver to Buyer any information  that  shall
come  to  Seller's  attention prior to  the  Closing  that  shall
materially, adversely impact the Documents, the Information,  the
Property,  or the Tenant.  Buyer shall have a right to  terminate
this Agreement based upon such materially adverse information and
shall  receive the return of its Earnest Money together with  any
interest  thereon  if  this Agreement is so  terminated  on  such
basis.

     Section 6.     RIGHT OF INSPECTION.

          (a)  Buyer may conduct a site inspection of the Property during
the  Inspection Period (defined above) and Buyer may elect to not
purchase  the Property and terminate this Agreement in accordance
with the terms of Paragraph (b) below if, in its sole discretion,
it  is  not  satisfied with the results of such  inspection.   In
conducting its inspection Buyer shall not unreasonably  interfere
with  the  business  and  operations of  Tenant  or  construction
activities of Seller.  Further, Buyer shall indemnify, defend and
hold  Seller  harmless  from  any and  all  costs,  damages,  and
liabilities  whatsoever,  including reasonable  attorney's  fees,
arising  out  of  Buyer's  inspection of  the  Property  and  the
Information,  which  obligation  shall  expressly   survive   any
termination of this Agreement.  Except as may be required by  law
or  by  legal  proceedings,  Buyer  shall  keep  all  Information
furnished  to  it  by  Seller  or  obtained  by  Buyer   strictly
confidential; provided, however, that the same may  be  disclosed
to  Buyer's  lenders,  accountants and attorneys  to  the  extent
necessary  to consummate this transaction and to the extent  such
recipients  agree  to  maintain  such  confidentiality.   Buyer's
obligations  under this Section shall survive the termination  of
this Agreement for any reason.

          (b)  If for any reason Buyer determines that it shall not proceed
with  this  transaction, then Buyer may terminate this Agreement,
by  delivering to Seller a written notice of termination  at  any
time during the period ending at 5:00 p.m., CST time, on the last
day of the Inspection Period. If Buyer does not so terminate this
Agreement,  Buyer shall have waived its right to  terminate  this
Agreement, except as otherwise expressly set forth herein.

     Section  7.      TITLE.  Buyer may, at any time  during  the
Inspection  Period, object in writing ("BUYER'S  TITLE  OBJECTION
NOTICE") and in good faith to any liens, encumbrances, and  other
matters  reflected by the Title Commitment.  All such matters  to
which Buyer so objects shall be "NON-PERMITTED ENCUMBRANCES";  if
no  such  objection notice is given during the Inspection Period,
all matters reflected by the Title Commitment shall be "PERMITTED
ENCUMBRANCES." Seller may, but shall not be obligated  to,  cure,
remove  or  insure  around  all Non-Permitted  Encumbrances.   In
addition, Seller shall be obligated to remove or insure around by
Closing all mortgages, deeds of trust, judgment liens, mechanic's
and  materialmen's  liens, and other monetary liens  against  the
Property  (other  than the liens for taxes and assessments  which
are  not delinquent), whether or not Buyer objects thereto during
the  Inspection  Period.  Within five (5) days after  receipt  of
Buyer's  Title Objection Notice, Seller shall provide an  updated
title  insurance commitment (the "Title Commitment Update").   If
the  Title  Commitment  Update does not address  all  of  Buyer's
objections  set forth in Buyer's Title Objection  Notice  to  the
reasonable   satisfaction  of  Buyer,  then  Buyer   may   either
(a) terminate this Agreement in accordance with Section 11(b)  by
written  notice  to  Seller within five (5) business  days  after
receipt  of  the  Title Commitment Update  or  (b)  purchase  the
Property  subject to the Non-Permitted Encumbrances  (other  than
monetary  liens  that  Seller is obligated to  remove  or  insure
around),  and  the Non-Permitted Encumbrances (other  than  liens
that  Seller  is  obligated to remove  or  insure  around)  shall
thereafter be deemed Permitted Encumbrances.  The Lease is hereby
designated as a Permitted Encumbrance.

      In  addition, Buyer may, within five (5) days after receipt
of  the  As-Built  Survey  to be delivered  by  Seller  to  Buyer
pursuant  to  Section 5(m) hereof, object in writing  to  matters
reflected  on such As-Built Survey so long as (i) such objections
are  to  matters which render title to the Property unmarketable,
which constitute a material deviation from the Site Plan attached
to  the  Lease,  or  which otherwise constitute  a  violation  of
applicable  zoning  ordinances and (ii) such objections,  to  the
extent not previously covered by Buyer's Title Objections, relate
to  matters  not  reflected  on the  Existing  Survey  heretofore
delivered  by  Seller to Buyer.  Seller may,  but  shall  not  be
obligated to, cure or remove any such survey objections  made  by
Buyer  in  accordance with this Section 7.  If  Seller  does  not
cause  all such survey objections to be removed, cured or insured
around  to  Buyer's reasonable satisfaction within  fifteen  (15)
days  after  receipt  by Seller of such survey  objections,  then
Buyer may either (a) terminate this Agreement in accordance  with
Section  11(b)  by  delivering notice  to  Seller  prior  to  the
expiration  of such fifteen (15) day period or (b)  purchase  the
Property subject to such survey objections.

     Section  8.      SELLER'S REPRESENTATIONS,  WARRANTIES,  AND
COVENANTS.   Seller  hereby  represents  and  warrants  to,   and
covenants with, Buyer that:

          (a)  Except for this Agreement and the Lease and those matters
disclosed in the materials delivered to Buyer pursuant to Section
5  hereof, it is not aware of any other agreements or leases with
respect  to  the  Property, including none of the following  that
will survive the Closing such as maintenance, service, or utility
contracts (the "PROPERTY AGREEMENTS");

          (b)  It does not have any actions or proceedings pending, which
would materially affect the Property or Tenant, except matters
fully covered by insurance;

          (c)  The consummation of the transactions contemplated hereunder,
and  the  performance of this Agreement and the delivery  of  the
warranty  deed  to Buyer, will not result in any  breach  of,  or
constitute a default under, any instrument to which Seller  is  a
party or by which Seller may be bound or affected;

          (d)  All of Seller's covenants, agreements, and representations
made  herein, and in any and all documents which may be delivered
pursuant hereto, shall survive for one (1) year from the delivery
to  Buyer  of the warranty deed and other documents furnished  in
accordance  with this Agreement, and the provision  hereof  shall
continue  to  inure for one (1) year to Buyer's benefit  and  its
successors and assigns;

          (e)  The Property is in good condition, substantially undamaged
by fire and other hazards, and has not been made the subject of
any condemnation proceeding;

          (f)  Seller has full right, power, and authority to execute and
deliver  this Agreement and to consummate the purchase  and  sale
transaction  provided  for herein without obtaining  any  further
consents  or  approvals from, or the taking of any other  actions
with  respect  to,  any third parties; and this  Agreement,  when
executed  and delivered by Seller and Buyer, will constitute  the
valid and binding agreement of Seller, enforceable against Seller
in accordance with its terms;

          (g)  To the best of Seller's knowledge, the Property is presently
not in violation of applicable environmental law, and contains no
hazardous  materials in excess of amounts allowed  by  applicable
law except for the presence on the Property of such materials  as
may  be  held  by  Tenant  in customary  amounts  for  resale  or
maintenance of the Property;

          (h)  Seller has not received from any governmental authority
written notice of any violation of law, rule, regulation, permit,
certificate,  or  approval or license, which has  not  heretofore
been cured;

          (i)  To the best of Seller's knowledge, there are no attachments,
executions, assignments for the benefit of creditors or voluntary
or  involuntary proceedings in bankruptcy pending, or  threatened
against Seller;

          (j)  The copies of all documents and other documents delivered by
Seller  to  Buyer pursuant to this Agreement shall,  to  Seller's
current  actual knowledge, be true and complete in  all  material
respects;  provided, however, that Seller makes no representation
or  warranty whatsoever as to the contents or subject  matter  of
any  Documents,  Information or other  items  prepared  by  third
parties;

          (k)  The Lease and Guaranty submitted to Buyer;

               (1)  are true and complete copies of the Lease, with all exhibits
     attached, and Guaranty;

               (2)  have not been modified, altered or amended; and

               (3)  are in full force and effect without any uncured material
     default by either Landlord or Tenant.

          (l)  Seller represents and warrants the transaction contemplated
herein does not represent a fraudulent conveyance.

All  of Seller's representations and warranties shall be true  as
of  the  Closing Date and shall survive the Closing for  one  (1)
year;  Buyer  may  not  take  any  action  for  breach  of   such
representations and warranties unless it shall have given  Seller
written notice of such breach in reasonable detail not later than
a  date that is one (1) year from the Closing Date.  Seller shall
have  thirty (30) days to commence to cure any such breach  after
receipt  of  Buyer's timely written notice and so long thereafter
as is reasonably necessary to complete such cure.

     Section 9.     CLOSING.  The closing of the sale of the Property
by Seller to Buyer (the "CLOSING") shall occur upon the later of:
(a)  on  or  before  the  tenth (10th)  business  day  after  the
expiration  of the Review Period or (b) within ten (10)  business
days after the Tenant takes possession of the building and begins
paying rent (the "CLOSING DATE").  The parties may elect to close
prior  to  the  scheduled Closing Date upon mutual  consent.   An
escrow officer of the Title Company at its office in Concord, New
Hampshire  shall close this transaction.  Time is of the  essence
with  regard to the Closing Date.  At the Closing, the following,
which are mutually concurrent conditions, shall occur;

          (a)  Buyer, at its expense, shall deliver or cause to be
delivered to Seller the following:

               (1)  the Purchase Price in funds available for immediate value in
     Seller's accounts;

               (2)  the Earnest Money shall be delivered to Seller and credited
     against the Purchase Price;

               (3)  an Assignment and Assumption of Lease and Guaranty  in the
     form attached hereto and incorporated herein as EXHIBIT B (the
     "ASSIGNMENT  AND  ASSUMPTION OF LEASE AND GUARANTY"),  fully
     executed and acknowledged by Buyer;

               (4)  evidence satisfactory to Seller and Title Company that the
     person executing the Closing documents on behalf of Buyer has
     full right, power, and authority to do so; and

               (5)  such other documents as may be reasonably requested by the
     Title Company or Seller in accordance with this Agreement.

          (b)  Seller, at its expense, shall deliver or cause to be
delivered to Buyer the following:

               (1)  The Assignment and Assumption of Lease and Guaranty, fully
     executed and acknowledged by Seller, accompanied by the original
     Lease, and its original Amendments thereto, if any, and by the
     original Guaranty, and its original Amendments thereto, if any;

               (2)  A New Hampshire statutory form of general warranty deed in
     the form to be mutually agreed upon by the parties prior to the
     expiration of the Review Period, fully executed and acknowledged
     by Seller, conveying to Buyer the Land and Improvements;

               (3)  A tenant estoppel certificate substantially in the form as
     shown on EXHIBIT C attached hereto, fully executed by Tenant.  In
     the event that the executed Tenant Estoppel Certificate shall
     list any incomplete items of Landlord's Work (as defined in the
     Lease), Seller agrees to diligently complete such incomplete
     items within six (6) months following Closing.  As a condition to
     Closing, the parties further agree that the estimated amount of
     the costs needed to complete the incomplete items of Landlord's
     Work must be less than $300,000.00 and the Title Company shall
     retain from the funds due to Seller at Closing, pursuant to an
     escrow agreement reasonably acceptable to the parties, one and
     one-quarter of the amount reasonably estimated to be needed by
     Seller to complete the unfinished items of Landlord's Work until
     all the incomplete items have been completed.  In  the event that
     the estimate of the costs to complete the incomplete items of
     Landlord's Work shall exceed $300,000.00, Buyer shall not be
     obligated  to  close until Seller completes  enough  of  the
     incomplete items such that the estimated amount of the costs
     needed  to  complete the incomplete items becomes less  than
     $300,000.00;

               (4)  Evidence reasonably satisfactory to Buyer and Title Company
     that the persons executing and delivering the Closing documents
     on behalf of Seller have full right, power and authority to do
     so;

               (5)  A certificate meeting the requirements of Section 1445 of
     the Internal Revenue Code of 1986, executed and sworn to  by
     Seller;

               (6)  such other documents as may be reasonably requested by the
     Title Company or by Buyer in accordance with this Agreement, or
     as  are  customarily executed in New York to effectuate  the
     conveyance of property similar to the Property; and

               (7)  Assignment of Warranties as required in Sections 1 (c) and 5
     (t) hereof.   The form of said Assignment and Assumption of
     Warranties, Guaranties, Indemnities and Intangibles shall be as
     EXHIBIT D attached hereto and incorporated herein.

          (c)  Seller shall pay the following costs of closing: escrow
fees,  recording costs, and any brokerage fees to  third  parties
engaged  by Seller.  Each party shall pay one-half of  all  other
closing  costs,  such as realty transfer tax (deed  stamps),  and
fees   to  obtain  the  title  insurance  commitment  and  policy
premiums;  each party shall pay its own attorney's  fees.   Buyer
shall  pay the mortgage tax due on any mortgage granted by  Buyer
at closing, if any.

          (d)  Rent due under the Lease shall be prorated as of the Closing
Date, Seller being charged and credited for all of same up to the
Closing Date and Buyer being charged and credited for all of same
on  and  after the Closing Date; provided, however, that, if  the
wire payoff to Seller's mortgagee is received later than l:00  pm
EST  on the day of Closing then the Seller, and not Buyer,  shall
be   credited  for  the  Rent  paid  under  the  Lease  that   is
attributable  to the day of closing.  Utility charges  and  taxes
are paid by the Tenant and shall not be prorated at Closing.  All
prorations made at Closing shall be considered a final settlement
between the parties.  This provision shall survive closing.

          (e)  Notwithstanding anything contained herein to the contrary,
in  the event that the amount of "Rent" (as defined in the Lease)
is  adjusted  after the Closing pursuant to Section  2.3  of  the
Lease,  the  parties shall adjust the Purchase Price  within  ten
(10) days after determination of such final adjustment of Rent to
an  amount  based upon an 7.00% capitalization rate of the  final
annual   Rent   payable  by  Tenant  under   the   Lease.    Upon
determination of the adjusted Purchase Price, the amounts due and
owing  from  either party hereunder shall be paid in full  within
ten (10) days thereafter.

     Section 10.    DESTRUCTION, DAMAGE, OR TAKING BEFORE CLOSING.
If,  before  Closing, all or any material part  of  the  Land  or
Improvements  are  destroyed or damaged,  or  become  subject  to
condemnation  or  eminent domain proceedings, then  Seller  shall
promptly  notify Buyer thereof.  Buyer may elect to proceed  with
the  Closing  (subject to the other provisions of this  Agreement
and with no reduction in the Purchase Price) by delivering notice
thereof  to  Seller within five (5) business days of  receipt  of
Seller's  notice respecting the damage, destruction,  or  taking,
but  in  such  event  Buyer shall be entitled  to  all  insurance
proceeds  or  condemnation awards payable as  a  result  of  such
damage or taking and, to the extent the same may be necessary  or
appropriate,  Seller  shall assign to Buyer at  Closing  Seller's
rights  to such proceeds or awards.  If, within five (5) business
days  of  receipt  of  Seller's  notice  respecting  the  damage,
destruction,  or taking, Buyer notifies Seller of its  intent  to
terminate this Agreement, or if Buyer gives no notice within such
period,  then  Buyer  shall be deemed  to  have  terminated  this
Agreement  pursuant to Section 11(b).  For the purposes  of  this
Section  10,  damage  or  a  taking shall  be  considered  to  be
"material"  if  the  value  of  the  portion  of  the   Land   or
Improvements damaged or taken exceeds an amount equal  to  twenty
five  percent (25%) of the Purchase Price, or, in the case  of  a
taking, if the portion of the Land or Improvements taken are such
that Tenant has the right to terminate the Lease.

     Section 11.    TERMINATION AND REMEDIES.

          (a)  If Buyer fails to consummate the purchase of the Property
pursuant  to this Agreement for any reason other than termination
hereof  pursuant  to a right granted to Buyer in  herein,  or  if
Buyer breaches any covenant or provision of this Agreement,  then
Seller,  as  its  sole remedy, may terminate  this  Agreement  by
notifying  Buyer  thereof,  in which event  Title  Company  shall
deliver the Earnest Money, together with all interest thereon, to
Seller  as  LIQUIDATED DAMAGES.  In addition  to  the  foregoing,
Seller shall also be entitled to recover all reasonable expenses,
including  reasonable  attorney's  fees  and  litigation   costs,
incurred in connection with obtaining the Earnest Money following
a breach hereof by Buyer.

          (b)  If Buyer terminates this Agreement pursuant to its rights to
do  so hereunder and is not in default under this Agreement, then
the  Earnest Money, together with all interest thereon, shall  be
returned to Buyer, whereupon neither party hereto shall have  any
further  rights or obligations hereunder, except for those  which
expressly survive the termination of this Agreement.

          (c)  If Seller fails to consummate the sale of the Property
pursuant  to  this  Agreement for any reason other  than  Buyer's
failure  to  perform  its obligations hereunder,  or  termination
hereof by Buyer in accordance with Section 11(b), then Buyer,  as
its   exclusive  remedies  therefore,  may:  (1)  terminate  this
Agreement by notifying Seller thereof, in which case the  Earnest
Money,  together with all interest thereon, shall be returned  to
Buyer  and neither party hereto shall have any further rights  or
obligations  hereunder, except for those which expressly  survive
the  termination  of  this  Agreement; or  (2)  enforce  specific
performance of the obligations of Seller hereunder.

          (d)  The provision for payment of liquidated damages in Section
11  (a)  has been included because, in the event of a  breach  by
Buyer, the actual damages to be incurred by Seller can reasonably
be  expected  to  approximate the amount  of  liquidated  damages
called  for herein and because the actual amount of such  damages
would be difficult if not impossible to measure accurately.

          (e)  This Agreement shall not be recorded in any public records
in the State of New Hampshire or the county where the Property is
located,  and  any  such recording by or for  Buyer  shall  be  a
default hereunder.


     Section 12.    SELLER'S CONTINUING OBLIGATIONS.  Notwithstanding
assignment  of the Lease to Buyer as contemplated  by  Section  9
hereof,  Seller  shall remain liable for the performance  of  the
obligations of Landlord under the Lease with respect  to  Section
15  of the Lease.  The provisions of this paragraph shall survive
Closing  of  the sale of the Property to Buyer, and  the  parties
agree to confirm such survival in writing at Closing.

     Section 13.    NOTICES.  All notices provided or permitted to be
given  under this Agreement must be in writing and may be  served
by  depositing same in the United States mail, addressed  to  the
party to be notified, postage prepaid and registered or certified
with  return receipt requested; by delivering the same in  person
to  such  party; by reputable overnight courier delivery;  or  by
facsimile copy transmission with printed confirmation of  receipt
thereof.   Notice given in accordance herewith shall be effective
upon  delivery to the address of the addressee.  Any notice given
by  facsimile transmission shall be followed by a hard copy or by
hand  delivery.   For purposes of notice, the  addresses  of  the
parties shall be as follows:

     If to Seller, to:
          Mr. Joseph P. Kane
          Loudon Road N.H. Rte. 9 Development, LLC
          C/O Westlake Development, LLC
          Skyline Building, Suite B-1
          753 James Street
          Syracuse, NY 13203
          Phone No.: (315) 471-5462
          Fax No.: (315) 471-6436
          Email: westlak1@twcny.rr.com

     With a copy to:
          Stephen G. Etoll, Esq.
          Shulman, Curtin, Grundner & Regan, PC
          250 S. Clinton Street, Suite 502
          Syracuse, NY 13202
          Phone No.: (315) 424-8944
          Fax No.: (315) 424-8205
          Email:  setoll@scgrslaw.com

     If to Buyer, to:
          AEI Fund Management, Inc.
          30 East 7th Street, Suite 1300
          St. Paul, Minnesota 55101
          Attention:  George Rerat, Director of Acquisitions
          Phone No.: (651) 227-7333
          Fax No.: (651) 227-7705
          Email:    grerat@aeifunds.com

     With a copy to:
          Michael B. Daugherty
          Daugherty Law Firm
          1300 Wells Fargo Place
          30 East Seventh Street
          St. Paul MN   55101
          Phone No.:  612-720-0777
          Fax No.:  612-677-3181
          Email:  mbdlaw@usinternet.com

Either  party hereto may change its address for notice by  giving
three (3) days' prior written notice thereof to the other party.

     Section 14.       ASSIGNS/BENEFICIARIES.  Buyer may assign its
rights and obligations under this Agreement to a wholly owned  or
controlled  affiliate  or  subsidiary of  Buyer  and  at  Closing
designate  such entity to take title to the Property and  to  all
rights  conveyed by Seller to Buyer under this Agreement  without
the  written  consent  of  Seller.  Except  for  the  assignments
provided for in the preceding sentence, Buyer may neither  assign
its rights under this Agreement nor delegate its duties hereunder
without  prior written consent of Seller, which Seller may  grant
or  withhold  in its sole and absolute discretion.  Should  Buyer
assign  this Agreement or delegate its duties without  the  prior
written  consent of Seller, then in addition to all  the  rights,
remedies, and recourses available at law or in equity, Seller may
terminate  this  Agreement and the Title Company shall  forthwith
deliver  the Earnest Money to Seller.  Seller may assign  all  of
its  right,  title and interest in and to this Agreement  to  any
other  entity  that  is directly or indirectly  wholly  owned  by
Seller.   Such permitted assignment shall include any  assignment
that  may  be  deemed to occur by operation of law in  connection
with  any  merger or consolidation of Seller entity  with  and/or
into  any  other  entity directly or indirectly  wholly-owned  by
Seller  (an  "INTRAGROUP  MERGER").  Any such  Intragroup  Merger
shall not be deemed a breach of, cause a default under or trigger
any  right  of  termination under, any other  provision  of  this
Agreement.  Furthermore, Seller may assign this Agreement or  any
rights  hereunder  to  any  corporation  that  acquires  all   or
substantially all of the assets of Seller.  This Agreement is for
the  sole  benefit  of Seller and Buyer, and no  third  party  is
intended to be a beneficiary of this Agreement.

     Section 15.    COMMISSIONS.  Buyer and Seller represent that
neither engaged a broker for this transaction.

     Section 16.    COMPUTATION OF TIME.  If the expiration date of
any period or time for performance hereunder falls on a Saturday,
Sunday,  or  legal holiday, then, in such event,  the  expiration
date of such period or time for performance shall be extended  to
the next business day.

     Section 17.    GOVERNING LAW.  This Agreement shall be governed
and  construed in accordance with the laws of the State in  which
the Property is located.

     Section 18.    ENTIRE AGREEMENT.  This Agreement is the entire
agreement  between Seller and Buyer concerning the  sale  of  the
Property,  and  no  modification hereof or  subsequent  agreement
relative to the subject matter hereof shall be binding on  either
party unless reduced to writing and signed by both parties.   All
Exhibits  attached  hereto  are  incorporated  herein   by   this
reference for all purposes.

     Section 19.    RULE OF CONSTRUCTION; NO WAIVER.  Buyer and Seller
acknowledge that each party has reviewed this Agreement  and  has
had  adequate  opportunity to consult legal counsel with  respect
thereto and that the rule of construction to the effect that  any
ambiguities  are to be resolved against the drafting party  shall
not  be  employed in the interpretation of this Agreement or  any
amendments  hereto.   No  provision of this  Agreement  shall  be
deemed  to have been waived by either party unless the waiver  is
in writing and signed by that party.  No custom or practice which
may  evolve between the Buyer and Seller during the term of  this
Agreement  shall be deemed or construed to waive  or  lessen  the
right  of  either  of  the parties hereto to insist  upon  strict
compliance with the terms of this Agreement.

     Section 20.    NO RECORDING.  Neither this Agreement nor any
memorandum  hereof shall be recorded in any public records  where
the Property is located or elsewhere.

     Section 21.        ATTORNEY'S FEES.  If a dispute arises between
the  parties as a result of or in connection with this Agreement,
then the prevailing party shall be entitled to a reimbursement of
its   reasonable   costs   and  expenses,  including   reasonable
attorney's fees, in addition to all other remedies.

     Section 22.    EXPIRATION.  This offer to Purchase by Buyer shall
expire  if  not executed by Seller and returned to  Buyer  on  or
before October 10, 2005.

Executed effective as of the date last set forth below.

                         SELLER:

                         LOUDON ROAD N.H. RTE. 9 DEVELOPMENT, LLC
                         a New York limited liability company

                         By:  Westlake Holding, Inc.,  its  sole
                         member, a  New York corporation

                         By:  /s/ Joseph P Kane
                         Name:    Joseph P. Kane
                         Title:   President
                         Date:    October  7, 2005

                         BUYER:

                         AEI FUND MANAGEMENT, INC.,
                         a Minnesota corporation

                         By:  /s/ Robert P Johnson
                         Name:    Robert P. Johnson
                         Title:   President
                         Date:    October 6, 2005


                            EXHIBIT A
                       (Legal Description)

Berkshire Development - Loudon Road Concord
Proposed Lot 1

Commencing at a steel pin on the northerly sideline of Loudon
Road, said steel pin marking the southeasterly most corner of the
lot herein described and being S63 53'05"W a distance of 145.97
feet from a granite bound marking the southeasterly corner of
other land of the Grantor and the southwesterly corner of land
now or formerly of Milano Real Estate Associates, LLC, thence
S63 53'05"W a distance of 89.18 feet, along said Loudon Road, to
a steel pin; thence N35 33'45" W a distance of 185.26 feet to a
steel pin; thence N54 25'40"E a distance of 145.50 feet to steel
pin; thence S345 34'20"E a distance of 105.40 feet to a steel
pin; thence by a curve to the left, having a central angle of
24 22'03" and a radius of 184.50 feet, a distance of 78.47 feet
to a point; thence by a curve to the right, having a central
angle of 47 21'09" and a radius of 39.50 feet, a distance of
32.65 feet to the point of beginning.

Containing 26,055 square feet or 0.60 acres.