PURCHASE AGREEMENT
                   KinderCare Learning Center
                         Tinley Park, IL


THIS   PURCHASE  AGREEMENT  (the  "Agreement")  is  entered  into
effective  as  of  the Effective Date set forth on  the  Purchase
Agreement  Data Sheet attached hereto and incorporated herein  by
reference.  Capitalized terms not otherwise  defined  herein  are
defined in the Purchase Agreement Data Sheet attached hereto  and
incorporated herein by reference.

l.PARTIES.  Seller  owns the undivided percentage  interest  (the
  "Seller's  Interest")  in the fee title to  that  certain  real
  property  legally  described in the attached Exhibit  "A"  (the
  "Property") and Buyer wishes to buy the Property.

2.PURCHASE  OF  THE  PROPERTY. Subject  to  satisfaction  of  the
  conditions set forth in this Agreement, Seller agrees  to  sell
  to  Buyer,  and  Buyer agrees to purchase from Seller  the  fee
  simple  title  in  the  Property  identified  in  the  Purchase
  Agreement  Data  Sheet attached hereto (together  with  all  of
  Seller's  rights  and  interests in and to  all  buildings  and
  other  improvements on, within, or appurtenant to the Property,
  and  Seller's interests, rights and obligations under the Lease
  Agreement)

3.PURCHASE  PRICE.  The Purchase Price for the Property,  as  set
  forth  on the Purchase Agreement Data Sheet, shall be  paid  in
  cash by depositing the same in the escrow account prior to  the
  Closing Date.

5.TERMS.  Buyer  will deposit the Purchase Price into  escrow  in
  sufficient time to allow escrow to close on the Closing Date.

6.CLOSING  DATE.  Escrow  shall close on or  before  the  Closing
  Date.  If  this escrow has not closed within thirty  (30)  days
  after the Closing Date, through no fault of Seller, Seller  may
  either,  at its election, extend the Closing Date or  terminate
  this Agreement.

7.ESCROW.  An  escrow account established solely for  receipt  of
  Buyer's  funds  for closing of title will be opened  by  Seller
  with  the  Closing  Agent upon execution of this  Agreement.  A
  copy  of this Agreement will be delivered to the Closing  Agent
  by  Seller and will serve as escrow instructions, together with
  any additional instructions required by Seller and/or Buyer  or
  their  respective counsels. Seller and Buyer agree to cooperate
  with   Closing  Agent  and  sign  any  additional  instructions
  reasonably  required by the Closing Agent to close  escrow.  If
  there  is any conflict between any other instructions and  this
  Agreement, this Agreement shall control.

8.DUE  DILIGENCE.  Buyer will have until the  expiration  of  the
  fifteenth  (15th)  business  day (the  "Review  Period")  after
  delivery  of each of following items by Seller, to conduct  all
  of  its inspections and due diligence relative to the Property,
  and this transaction.

  (a)     One copy of a title insurance commitment for an Owner's
     Title  Insurance Policy (the "Title Commitment")(see Section
     9 below).

  (b)     A  copy  of  a Certificate of Occupancy or  other  such
     document  certifying completion and granting  permission  to
     permanently occupy the improvements on the Property  as  are
     in Seller's possession.



Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.



  (c)     A  copy of an "as built" survey of the Property done as
     of  a  date  concurrent  with Seller's  acquisition  of  the
     Property, upon request.

  (d)     Lease  (as further set forth in Section 11(a)(i) below)
     of  the  Property  showing occupancy date, lease  expiration
     date,  rent,  and  guarantees, if any, accompanied  by  such
     tenant  financial statements as may have been most  recently
     provided to Seller.

  (e)     A  copy  of  a  recent MAI appraisal,  if  in  Seller's
     possession.

  (f)     A  copy  of  any Phase I Environmental Report  for  the
     Property, if in Seller's possession.

  Buyer  agrees  to  indemnify and hold Seller harmless  for  any
  loss  or damage, including loss or damage to property, personal
  injury  or  otherwise, arising out of physical  inspections  of
  the Property by Buyer or its agents or representatives.

  Seller's    obligations   hereunder   are   conditioned    upon
  satisfactory  completion  by Buyer of  an  Accredited  Investor
  Questionnaire   (AIQ).  If  Seller,  in  its   sole   judgment,
  determines   that  the  Buyer  has  not  delivered   sufficient
  evidence  of  the Buyer's accredited investor qualification  in
  the  AIQ  and  supporting  documents, Seller  may  cancel  this
  Agreement.

  Buyer may cancel this Agreement in its sole discretion for  any
  reason  by  delivering  a cancellation notice,  return  receipt
  requested,  to  Seller and escrow holder before the  expiration
  of  the  Review  Period. Such notice shall be deemed  effective
  only upon receipt by Seller.

  If  Buyer  cancels  this  Agreement  as  permitted  under  this
  Section,  except  for  any  escrow cancellation  fees  and  any
  liabilities  under  the first paragraph of Section  8  of  this
  Agreement (which will survive), Buyer (after execution of  such
  documents  reasonably  requested  by  Seller  to  evidence  the
  termination hereof) will have absolutely no rights,  claims  or
  interest  of any type in connection with the Property  or  this
  transaction,  regardless of any alleged conduct  by  Seller  or
  anyone else.

  Unless  this  Agreement is canceled by Buyer  pursuant  to  its
  terms,  if  Buyer  fails  to  pay  the  Purchase  Price,  Buyer
  irrevocably  will  be  deemed  to  be  in  default  under  this
  Agreement.  Seller may, at its option, declare  this  Agreement
  null  and  void,  in which event Buyer will be deemed  to  have
  canceled  this Agreement and relinquish all rights  in  and  to
  the  Property  or Seller may exercise its rights under  Section
  15  hereof. If this Agreement is not canceled and the  Purchase
  Price  is  paid  when required, all of Buyer's  conditions  and
  contingencies will be deemed satisfied.

9.TITLE.  Closing  will be conditioned upon the  agreement  of  a
  title  company  selected by Seller to issue a  Standard  Owners
  Title Insurance Policy, dated as of the close of escrow, in  an
  amount  equal to the Purchase Price, insuring that  Buyer  will
  own  insurable title to the Property subject only to: the title
  company's standard exceptions; current real property taxes  and
  assessments;  survey  exceptions;  the  rights  of  parties  in
  possession pursuant to the lease defined in Section  12  below;
  all  matters  of  public record; and other items  disclosed  to
  Buyer during the Review Period.

  Buyer shall be allowed five (5) business days after receipt  of
  the  Title  Commitment for examination and the  making  of  any
  objections  to  marketability thereto, said  objections  to  be
  made  to  Seller in writing or deemed waived. If any objections
  are  so  made, the Seller shall be allowed eighty (80) days  to
  make  such title marketable or in the alternative to  obtain  a
  commitment   for   insurable  title   insuring   over   Buyer's
  objections. If Seller shall decide to make no efforts  to  make
  title  marketable,  or is unable to make  title  marketable  or
  obtain  insurable  title, (after execution  by  Buyer  of  such

Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.


  documents  reasonably  requested  by  Seller  to  evidence  the
  termination hereof) this Agreement shall be null and  void  and
  of  no  further  force and effect. Seller has no obligation  to
  spend   any  funds  or  make  any  effort  to  satisfy  Buyer's
  objections, if any.

  Pending   satisfaction  of  Buyer's  objections,  the  payments
  hereunder  required shall be postponed, but  upon  satisfaction
  of  Buyer's  objections and within ten (10) days after  written
  notice of satisfaction of Buyer's objections to the Buyer,  the
  parties shall perform this Agreement according to its terms.

10.     CLOSING COSTS.  Seller will pay the escrow fees. If Buyer
  shall  decide to purchase title insurance, then Buyer will  pay
  the  cost  of  obtaining  a  Standard Owner's  Title  Insurance
  Policy  in  the full amount of the Purchase Price.  Buyer  will
  pay  all  recording  fees,  transfer  taxes  and  clerk's  fees
  imposed  upon the recording of the deed, the cost of the  title
  commitment,  the  cost of an update to the  Survey  in  Sellers
  possession  (if  an  update is required by Buyer).  Each  party
  will   pay  its  own  attorney's  fees,  accounting,  financial
  planning,  inspection  or  other transaction-related  costs  to
  document and close this transaction.

11.    REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

  (a)     Because the Property (of which the Property is a  part)
     is  subject to a net lease [(as further set forth in Section
     12(a)(i))], the parties acknowledge that there shall  be  no
     need  for  a  real  estate  tax proration.  However,  Seller
     represents  that  to  the best of its  knowledge,  all  real
     estate taxes and installments of special assessments due and
     payable in all years prior to the year of closing have  been
     paid in full. Unpaid real estate taxes and unpaid levied and
     pending  special assessments existing on the date of closing
     shall   be  the  responsibility  of  Buyer  and  Seller   in
     proportion  to their respective tenant in common  interests,
     pro-rated  to  the date of closing for the period  prior  to
     closing,  which  shall be the responsibility  of  Seller  if
     Tenant  shall  not  pay  the same. Seller  and  Buyer  shall
     likewise  pay  all taxes due and payable in the  year  after
     closing  and  any unpaid installments of special assessments
     payable therewith and thereafter, if such unpaid levied  and
     pending  special assessments and real estate taxes  are  not
     paid by any tenant of the Property.

  (b)     All income and all operating expenses from the Property
     shall  be prorated between the parties and adjusted by  them
     as  of the date of closing. Seller shall be entitled to  all
     income  earned  and shall be responsible  for  all  expenses
     incurred  prior to the date of closing, and Buyer  shall  be
     entitled to its proportionate share of all income earned and
     shall  be  responsible for its proportionate  share  of  all
     operating expenses of the Property incurred on and after the
     date of closing.

12.    SELLER'S REPRESENTATION AND AGREEMENTS.

  (a)    Seller represents and warrants as of this date that:

     (i)  Except for the Lease Agreement (as set forth in the Purchase
       Agreement Data Sheet), Seller is not aware of any leases of the
       Property.

     (ii) It is not aware of any pending litigation or condemnation
       proceedings against the Property or Seller's Interest.

     (iii)      Except  as previously disclosed to Buyer  and  as
       permitted in Section (b) below, Seller is not aware of any
       contracts Seller has executed that would be binding on Buyer
       after  the Closing Date, however, to the extent the  Lease
       Agreement of the Property as set forth on the Purchase Agreement
       Data Sheet contains any right of first refusal in favor of the
       Lessee as set forth in the Lease Agreement, which right, if any,
       shall apply to any attempted disposition of the Property by Buyer
       after this transaction. Buyer's ability to purchase the Property
       may be subject to receipt by Seller of a waiver of first right of
       refusal from Lessee. If such waiver is required, this waiver must
       be signed by the Lessee and received by Seller prior to the close
       of escrow. If Seller cannot obtain the waiver, this Agreement
       shall become null and void and neither party shall have any
       liability to the other.


Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.



  (b)     Provided  that  Buyer  performs  its  obligations  when
     required, Seller agrees that it will not enter into any  new
     contracts that would materially affect the Property  and  be
     binding  upon  Buyer after the Closing Date without  Buyer's
     prior consent, which will not be unreasonably withheld.

  (c)     To  the  best  of Seller's knowledge,  Seller  has  not
     received any notice of any material, physical, or mechanical
     defects  of the Property, including without limitation,  the
     plumbing,   heating,   air  conditioning,   ventilating   or
     electrical system. To the best of Seller's knowledge without
     inquiry, all such items are in good operating condition  and
     repair  and  in compliance with all applicable governmental,
     zoning,  and  land  use  laws, ordinances,  regulations  and
     requirements.  If  Seller shall receive any  notice  to  the
     contrary prior to closing, Seller will inform Buyer prior to
     closing.

  (d)     To  the  best  of Seller's knowledge,  Seller  has  not
     received  any  notice  that the use  and  operation  of  the
     Property  is not in full compliance with applicable building
     codes,  safety, fire, zoning, and land use laws,  and  other
     applicable   local,  state  and  federal  laws,  ordinances,
     regulations  and requirements. If Seller shall  receive  any
     notice  to the contrary prior to closing, Seller will inform
     Buyer prior to closing.

  (e)     To  the  best  of Seller's knowledge,  Seller  has  not
     failed  to disclose to Buyer any fact known to Seller  which
     would  prevent  the  Tenant from  using  and  operating  the
     Property  after  the  closing in the  manner  in  which  the
     Property  has been used and operated prior to  the  date  of
     this  Agreement. If Seller shall receive any notice  to  the
     contrary prior to closing, Seller will inform Buyer prior to
     closing.

  (f)     To  the  best  of Seller's knowledge,  Seller  has  not
     received any notice that the Property is in violation of any
     federal,  state  or  local  law, ordinance,  or  regulations
     relating   to   industrial  hygiene  or  the   environmental
     conditions on, under, or about the Property, including,  but
     not  limited  to, soil, and groundwater conditions.  To  the
     best  of  Seller's  knowledge, there  is  no  proceeding  or
     inquiry  by any governmental authority with respect  to  the
     presence  of  hazardous materials on  the  Property  or  the
     migration  of hazardous materials from or to other property.
     Buyer agrees that Seller will have no liability of any  type
     to  Buyer  or Buyer's successors, assigns, or affiliates  in
     connection  with any hazardous materials on or in connection
     with  the Property either before or after the Closing  Date,
     except such hazardous materials on or in connection with the
     Property  arising  out  of  Seller's  gross  negligence   or
     intentional misconduct. If Seller shall receive  any  notice
     to  the contrary prior to closing, Seller will inform  Buyer
     prior to closing.

  (g)      Seller  has  all  requisite  power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.

13.    BUYER'S REPRESENTATIONS AND WARRANTIES.


Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.





  (a)      Buyer  has  all  requisite  power  and  authority   to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.

  (b)      To   Buyer's  knowledge,  neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order  of  any  court or other agency of  government  having
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.

  (c)     In  addition to the acts and deeds recited  herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  closing  or
     after  the  closing,  any and all further  acts,  deeds  and
     assurances as Seller or the title company may require and be
     reasonable   in   order  to  consummate   the   transactions
     contemplated herein.

  (d)     Buyer  agrees that it shall be purchasing the  Property
     in  its  present condition, AS IS, WHERE IS, and that Seller
     has  no  obligations to construct or repair any improvements
     thereon  or to perform any other act regarding the Property,
     except as expressly provided herein.

  (e)     Buyer represents that it is not acquiring this property
     as a result of any general public solicitation.

  (f)      Buyer   acknowledges  that,  having  been  given   the
     opportunity  to  inspect  the Property  and  such  financial
     information concerning the Lessee and any guarantors of  the
     Lease  as  Buyer  or  its advisors shall request,  Buyer  is
     relying solely on its own investigation of the Property  and
     not  on any information provided by Seller or to be provided
     except as set forth herein. Buyer further acknowledges  that
     the  information provided and to be provided by Seller  with
     respect to the Property, the Property and the Lessee and any
     guarantors of Lease, was obtained from a variety of  sources
     and Seller neither (a) has made independent investigation or
     verification  of  such  information,  nor  (b)   makes   any
     representations as to the accuracy or completeness  of  such
     information  except as set forth herein.  The  sale  of  the
     Property as provided for herein is made on an "AS IS"  basis
     and  Buyer expressly acknowledges that, in consideration  of
     the   agreements  of  Seller  herein,  except  as  otherwise
     specified  in  Section 12(a) and (b) above and this  Section
     13,  Seller makes no warranty or representation, express  or
     implied, or arising by operation of law, including, but  not
     limited   to,   any  warranty  of  condition,  habitability,
     tenantability,   suitability   for   commercial    purposes,
     merchantability, profitability, or fitness for a  particular
     purpose,  in  respect  of  the  Property.  Seller  makes  no
     representations of any sort that ownership of  the  Property
     or ownership of an interest in the Property will result in a
     profit to Buyer.

  (g)     Buyer  acknowledges that Seller cannot, and  does  not,
     make  any  representation as to (a)  the  success,  or  lack
     thereof, of the ownership of the Property or ownership of an
     interest  in the Property, (b) the Lessee and any guarantors
     of   the  Lease  or  their  ability  to  meet  their   lease
     obligations,  or (c) the appropriateness of  purchasing  the
     Property   for  the  Buyer's  individual  tax  or  financial
     situation or objectives. Buyer acknowledges that he  or  she
     is  relying  solely upon his or her own examination  of  the
     Property  and  all  facts surrounding the  purchase  of  the
     Property, including the merits and risks involved therein.

  The provisions (a) - (g) above shall survive closing.

14.    CLOSING.

Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.



  (a)     Before  the  Closing  Date, Seller  will  deposit  into
     escrow  a  deed (either a special warranty deed  or  general
     warranty  deed)  in substantially the same  form  as  Seller
     received  in  its acquisition of the Property,  except  that
     such  deed  will  specify the Buyer's  undivided  percentage
     Interest in the Property.

  (b)    On or before the Closing Date, Buyer will deposit into
     escrow: the Purchase Price, by wire transfer or cashier's
     check, when required under Section 5; any additional funds
     required of Buyer, (pursuant to this Agreement or any other
     agreement executed by Buyer) to close escrow. Both parties
     will deliver to the escrow holder, via fax or a nationally
     recognized courier service, any other documents reasonably
     required by the escrow holder to close escrow. Both parties
     will sign the Co-Tenancy Ownership Covenants and, if
     applicable, the Co-Tenancy Administration Agreement.

  (c)     On  the  Closing Date, if escrow is in  a  position  to
     close,  the  escrow  holder will: record  the  deed  in  the
     official  records  of  the  county  where  the  Property  is
     located;  cause  the title company to commit  to  issue  the
     title  policy; immediately deliver to Seller the portion  of
     the  Purchase Price deposited into escrow by cashier's check
     or  wire  transfer  (less debits and  prorations,  if  any);
     deliver  to  Seller  and Buyer a signed counterpart  of  the
     escrow  holder's certified closing statement  and  take  all
     other actions necessary to close escrow.

15.     DEFAULTS.  If  Buyer  defaults, Buyer  will  forfeit  all
  rights   and  claims  and  Seller  will  be  relieved  of   all
  obligations.  Any  money paid by Buyer  shall  be  returned  to
  Buyer.  In addition, Seller shall retain all remedies available
  to Seller at law or in equity.

  If  Seller  shall default, Buyer irrevocably waives any  rights
  to  file  a lis pendens, a specific performance action  or  any
  other  claim,  action or proceeding of any type  in  connection
  with  the  Property or this or any other transaction  involving
  the  Property, and will not do anything to affect title to  the
  Property  or hinder, delay or prevent any other sale, lease  or
  other  transaction involving the Property (any and all of which
  will  be  null and void), unless: it has deposited the Purchase
  Price  into escrow, performed all of its other obligations  and
  satisfied   all   conditions   under   this   Agreement,    and
  unconditionally notified Seller that it stands ready to  tender
  full  performance, purchase the Property and  close  escrow  in
  accordance with the terms of this Agreement, regardless of  any
  alleged  default  or  misconduct by Seller. Provided,  however,
  that  in  no  event  shall  Seller be liable  for  any  actual,
  punitive, consequential or speculative damages arising  out  of
  any default by Seller hereunder.

16.    DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

  (a)     If,  prior  to  closing  and after  the  date  of  this
     Agreement,  the  Property, or any part of the  Property,  is
     destroyed  or  damaged  by  fire,  flood,  wind,  or   other
     elements,  and  the  cost of repair of such  destruction  or
     damage  exceeds $10,000.00, this Agreement shall, at Buyer's
     option exercised by written notice to Seller within ten (10)
     days after Buyer has received written notice from Seller  of
     said  destruction or damage, become null and  void.  Seller,
     however,  shall  have  the right to  adjust  or  settle  any
     insured  loss  until  (i)  all contingencies  set  forth  in
     Section  8 hereof have been satisfied, or waived;  and  (ii)
     any  ten-day  period provided for above in  this  Subsection
     16(a)  for  Buyer to elect to terminate this  Agreement  has
     expired  or  Buyer has, by written notice to Seller,  waived
     Buyer's  right to terminate this Agreement. If Buyer  elects
     to  proceed  and  to  consummate the purchase  despite  said
     damage  or  destruction, there shall be no reduction  in  or
     abatement of the Purchase Price, and Seller shall assign  to
     Buyer the Seller's right, title, and interest in and to that
     portion  of  the  insurance proceeds   resulting  from  said
     damage  or  destruction to the Property, to the extent  that
     the  same is payable with respect to damage to the Property,

Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.


     and subject to rights of any Tenant of the Property.

     If  the cost of repair is less than $10,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in and to all insurance proceeds pro-rata in relation to the
     Property, subject to rights of any Tenant of the Property.

  (b)     If,  prior  to  closing,  the  Property,  or  any  part
     thereof,  is  subject  to eminent domain  proceedings,  this
     Agreement shall become null and void, at Buyer's option.  If
     Buyer  elects  to  proceed  and to consummate  the  purchase
     despite  said  taking, there shall be no  reduction  in,  or
     abatement of, the Purchase Price, and Seller shall assign to
     Buyer the Seller's right, title, and interest in and to  any
     award  made,  or to be made, in the condemnation  proceeding
     pro-rata  in relation to the Property, subject to rights  of
     any Tenant of the Property.

  In  the  event that this Agreement is terminated  by  Buyer  as
  provided  above in Subsection 16(a) or 16(b), Buyer  agrees  to
  execute  such  documents  reasonably  requested  by  Seller  to
  evidence the termination hereof.

17.     BUYER'S 1031 TAX FREE EXCHANGE. While Seller acknowledges
  that   Buyer   is  purchasing  the  Property  as   "replacement
  property"  to  accomplish a 1031 exchange,  Buyer  acknowledges
  that  Seller  has  made  no  representations,  warranties,   or
  agreements  to  Buyer  or Buyer's agents that  the  transaction
  contemplated  by  the  Agreement  will  qualify  for  such  tax
  treatment,  nor has there been any reliance thereon  by  Buyer.
  Buyer  further represents that it has sought and obtained  such
  third  party  advice  and counsel as it  deems  necessary  with
  respect to the tax implications of this transaction.

  Buyer   wishes  to  novate/assign  the  ownership  rights   and
  interest  of  this  Purchase Agreement to  an  Accommodator  to
  perfect  the  1031  exchange  by  preparing  an  agreement   of
  exchange of real property whereby the Accommodator will  be  an
  independent  third  party purchasing the Property  from  Seller
  and  selling  the Property to Buyer under the  same  terms  and
  conditions  as  documented  in this Purchase  Agreement.  Buyer
  asks  the  Seller,  and  Seller agrees,  to  cooperate  in  the
  perfection  of  such  an exchange if at no additional  cost  or
  expense  to  Seller or delay in time. Buyer hereby  indemnifies
  and  holds  Seller  harmless  from any  claims  and/or  actions
  resulting  from  said exchange. Pursuant to  the  direction  of
  Accommodator, Seller will deed the property to Buyer.

18.      CANCELLATION.  If  any  party  elects  to  cancel   this
  Agreement  because of any breach by another  party  or  because
  escrow  fails  to close by the agreed date, the party  electing
  to   cancel  shall  deliver  to  the  escrow  agent  a   notice
  containing the address of the party in breach and stating  that
  this  Agreement shall be cancelled unless the breach  is  cured
  within  thirteen (13) days following the delivery of the notice
  to  the  escrow agent. Within three (3) days after  receipt  of
  such  notice,  the escrow agent shall send it by United  States
  mail  to  the party in breach at the address contained  in  the
  notice  and no further notice shall be required. If the  breach
  is  not  cured  within  the thirteen (13)  days  following  the
  delivery  of  the  notice to the escrow agent,  this  Agreement
  shall be cancelled.

19.    MISCELLANEOUS.

  (a)      No  provision  of  this  Agreement  may  be  modified,
     amended,  waived  or terminated except by an  instrument  in
     writing  signed by the parties to this Agreement. No  course
     of  dealing between the parties will modify, amend, waive or
     terminate  any provision of this Agreement or any rights  or
     obligations  of  any  party  under  or  by  reason  of  this
     Agreement.

Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.



  (b)     Time  is  of  the essence. This Agreement will  not  be
     construed  for or against a party whether or not that  party
     has  drafted  this  Agreement. If there  is  any  action  or
     proceeding  between the parties relating to this  Agreement,
     the  prevailing party will be entitled to recover attorney's
     fees  and  costs. This is an integrated agreement containing
     all  agreements  of the parties about the Property  and  the
     other   matters  described,  and  it  supersedes  any  other
     agreements  or understandings. Exhibits and the  Data  Sheet
     attached  to  this  Agreement  are  incorporated  into  this
     Agreement.

  (c)     Funds to be deposited or paid by Buyer must be good and
     clear  funds  in  the  form  of  cashier's  checks  or  wire
     transfers.

  (d)     All  notices from either of the parties hereto  to  the
     other  shall be in writing and shall be considered  to  have
     been  duly  given or served if sent by first class certified
     mail,  return receipt requested, postage prepaid,  or  by  a
     nationally recognized courier service guaranteeing overnight
     delivery to the party at his or its address set forth on the
     Purchase  Agreement Data Sheet, or to such other address  as
     such party may hereafter designate by written notice to  the
     other party.

  (e)     This Agreement shall be governed by, and interpreted in
     accordance with, the laws of the state where the Property is
     situate.

  (f)     In  any litigation, or other legal proceeding that  may
     arise between the parties hereto, the prevailing party shall
     be  entitled to recover its costs and reasonable  attorney's
     fees in addition to any other relief to which such party may
     be entitled.

  (g)     This  Agreement shall be effective only when signed  by
     both  Seller  and Buyer. This Agreement may be  executed  in
     separate counterparts, each of which will be an original and
     all  of  which taken together shall constitute one  and  the
     same  agreement,  and  any  party hereto  may  execute  this
     Agreement by signing any such counterpart.

  (h)     Buyer  and Seller acknowledge that IRC Section  6045(e)
     requires  that  the  amount of gross proceeds  from  a  real
     estate  transaction be reported to the IRS. Buyer and Seller
     hereby  instruct the Title Company to comply with that  Code
     section  and  make said report. Seller hereby instructs  the
     Title  Company to report the gross proceeds of this sale  to
     the  IRS  on form 1099-B or W-9 or any subsequently approved
     IRS form.

  (i)     So that Buyer may comply with the Foreign Investment in
     Real Property Tax Act (FIRPTA), Seller hereby declares under
     penalty  of  perjury  that it is not a  foreign  person,  as
     defined  in  FIRPTA.  At or prior to closing,  Seller  shall
     provide  Buyer  with such additional information  (including
     Seller's  taxpayer identification number) and affidavits  as
     may be necessary for Buyer to comply with FIRPTA.

  (j)     Whenever  possible, each provision  of  this  Agreement
     shall be interpreted in such a manner as to be effective and
     valid  under  applicable law but, if any provision  of  this
     Agreement  is  held to be invalid, illegal or  unenforceable
     under any applicable law or rule, the validity, legality and
     enforceability of the other provision of this Agreement will
     not be affected or impaired thereby.

  (k)    The headings in this Agreement are for convenience only
     and shall not be used to interpret this Agreement.


Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.




When  accepted, this offer will be a binding agreement for  valid
and  sufficient consideration which will bind and benefit  Buyer,
Seller  and  their  respective successors and assigns.  Buyer  is
submitting  this  offer  by signing a  copy  of  this  offer  and
delivering it to Seller. Seller has five (5) business  days  from
receipt within which to accept this offer.

IN  WITNESS  WHEREOF,  the Seller and Buyer  have  executed  this
Agreement  effective as of the Effective Date set  forth  on  the
Purchase  Agreement Data Sheet attached hereto  and  incorporated
herein by reference.

                                   SELLER:
                                   AEI Income & Growth Fund 24
LLC
                                   By: AEI Fund Management XXI,
Inc., its                          managing member


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

WITNESS:

/s/ Marni Nygard
(Witness Signature)

Marni Nygard
(Print Name)

30 E 7th Street Suite 1300
(Print Address)

St. Paul, MN  55102









    (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK)




Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.




                                   BUYER:

                                    The Breshears Family Trust of 1990

                                    By: /s/ Noble Breshears Trustee
                                            Noble Breshears, Trustee

WITNESS:

/s/ Malton B Youngblood
(Witness Signature)

Malton B Youngblood
(Print Name)

701 N Haven Ave Ste 280
(Print Address)

Ontario, CA  91764




                                    The Breshears Family Trust of 1990

                                    By: /s/ Sheila Breshears Trustee
                                            Sheila Breshears, Trustee

WITNESS:

/s/ Malton B Youngblood
(Witness Signature)

Malton B Youngblood
(Print Name)

701 N Haven Ave Ste 280
(Print Address)

Ontario, CA  91764


Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.



                  Purchase Agreement Data Sheet

The following terms are to be incorporated by reference into that
certain Purchase Agreement between the herein defined Buyer and
Seller to which this Data Sheet is attached.


Effective Date of Purchase Agreement:   11/22, 2007

Property Name & Street Address:    KinderCare Learning Center
                                   9460 West 179th Street
                                   Tinley Park, IL 60477


Closing Agent:                     Fidelity National Title
                                   Anne Bostick
                                   Sr. National Commercial Escrow Officer
                                   756 Alpine Drive
                                   Spring Creek, NV 89815




Seller's Name and Address for
Purposes of Notice:                AEI Income & Growth Fund 24 LLC
                                   30 East Seventh Street, Suite 1300
                                   St. Paul, MN  55101

Seller's Interest:                 100%

Buyer's Name and Address for
Purposes of Notice:                The Breshears
                                   Family Trust of 1990
                                   Noble Breshear, Trustee
                                   Sheila Breshear, Trustee


Purchase Price:                    $3,093,750.00

Closing Date:                      December 10, 2007

Lease Agreement:                   Net Lease Agreement between
                                   Aramark Educational Resources,
                                   Inc., dba as Children's World
                                   Learning Centers, Inc., and
                                   AEI Income & Growth Fund 24
                                   LLC, dated 5/22/2002;
                                   Memorandum of Lease dated
                                   5/22/02; Amendment of Net
                                   Lease Agreement dated
                                   7/30/2004; Guarantee of Lease
                                   by Knowledge Learning
                                   Corporation dated 7/30/2004;





Accommodator Name & Address:       Tim Tan
                                   Wamu 1031 Exchange
                                   5995 S. Sepulveda Blvd., 3rd Floor
                                   Los Angeles, CA 90230


Buyer Initial: /s/NB          Buyer Initial: /s/SB

Purchase Agreement for KinderCare Learning Center in Tinley Park, IL
Breshears Family Trust

c 2005 AEI Fund Management, Inc.


                            EXHIBIT A

                 Legal Description for Property

PARCEL 1: LOT 1 OF PHEASANT CHASE WEST COMMERICAL SUBDIVISION OF LOT
68 IN PHEASANT CHASE WEST, BEING A SUBDIVISION AS RECORDED PER DOCUMENT
NO 89177441, OF PART OF THE NORTHWEST 1/4 OF SECTION 34, TOWNSHIP 36
NORTH, RANGE 12, EAST OF THE THRID PRINCIPAL MERIDIAN, IN COOK COUNTY,
ILLINOIS ACCORDING TO THE PLAT THEREOF RECORDED NOVMEBER 8, 2003 AS
DOCUMENT NO. 00878235, AS AMENDED BY AMENDMENT TO PHEASANT CHASE WEST
COMMERICAL SUBDIVISION RECORDED MAY 21, 2001 AS DOCUMENT NO 0010427812.

PARCEL 2: A NON-EXCLUSIVE, PERPETUAL RIGHT-OF-WAY EASEMENT FOR
VEHICULAR ACCESS OVER AND CROSS THE SOUTH 116 FEET OF THW EST 15 FEET OF
LOT 2 OF PHEASANT CHASE WEST COMMERICAL SUBDIVISION OF LOT 68 IN
PHEASANT CHASE WEST, BEING A SUBDIVISION AS RECORDED PER DOCUMENT NO
89177441, OF PART OF THE NORTHWEST 1/4 OF SECTION 34, TOWNSHIP 36
NORTH, RANGE 12 EAST OF THE THIRD PRINCIPAL MERIDIAN, IN COOK COUNTY
ILLINOIS ACCORDING TO THE PLAT THEREOF RECORDED NOVEMBER 8, 2000 AS
DOCUMENT NO. 00878235, AS AMENDED BY AMENDMENT TO PHEASANT CHASE WEST
COMMERCIAL SUBDIVISION RECORDED MAY 21, 2001 AS DOCUMENT NO 0010427812.