ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

EXECUTION COPY

ASSIGNMENT AND ASSUMPTION OF PURCHASE AGREEMENT

This Assignment and Assumption of Purchase Agreement is made and

entered into as of the 11th day of September, 2006, by AEI FUND

MANAGEMENT, INC., a Minnesota corporation ("AEI"), to AEI INCOME

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

24"); AEI FUND MANAGEMENT XVII, INC., a Minnesota corporation

("AEI XVII"); AEI INCOME & GROWTH FUND 26 LLC, a Delaware limited

liability company ("AEI 26"); AEI INCOME & GROWTH FUND XXI

LIMITED PARTNERSHIP, a Minnesota limited partnership ("AEI XXI");

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP, a Minnesota

limited partnership ("AEI XXII"); AEI ACCREDITED INVESTOR FUND V

LP, a Minnesota limited partnership ("AEI V"); AEI ACCREDITED

INVESTOR FUND 2002 LIMITED PARTNERSHIP, a Minnesota limited

partnership ("AEI 2002").

RECITALS

A. AEI is named as the "Purchaser" in that certain

Purchase and Sale Agreement executed by and between APPLE INDIANA

II LLC, APPLE PENNSYLVANIA LLC, APPLE WASHINGTON LLC, each a

Delaware limited liability company, and B.T. WOODLIPP, INC., a

Pennsylvania corporation (collectively, "Seller") and dated July

10, 2006 (the "Purchase Agreement"), and has entered into the

Purchase Agreement for the sole purpose of purchasing the real

property located at the following addresses:

1) 8310 East 96th Street, Fishers, Indiana ("Premises

A")

2) 109 South Memorial Drive, New Castle, Indiana

("Premises B")

3) 2659 East Main Street, Plainfield, Indiana

("Premises C")

4) 1516 South Washington Street, Crawfordsville,

Indiana ("Premises D")

5) 7345 East Washington Street, Indianapolis, Indiana

("Premises E")

6) 425 Galleria Drive, Johnstown, Pennsylvania

("Premises F")

7) 850 Chippewa Town Center Drive, Beaver Falls,

Pennsylvania ("Premises G")

8) 130 River Road, Sequim, Washington ("Premises H")

9) 1441 D Street Northeast, Auburn, Washington

("Premises I")

B. AEI desires to assign its right, title and interest in

the Purchase Agreement to AEI 24 with respect to the sale and

purchase of Premises A; to AEI XVII with respect to the sale and

purchase of Premises B; to AEI XVII with respect to the sale and

purchase of Premises C; to AEI XVII with respect to the sale and

purchase of Premises D; to AEI 26 and AEI XVII with respect to

the sale and purchase of Premises E; to AEI XXI and AEI XXII with

respect to the sale and purchase of Premises F; to AEI V with

respect to the sale and purchase of Premises G; to AEI 2002 with

respect to the sale and purchase of Premises H; and to AEI V with

respect to the sale and purchase of Premises I.

NOW, THEREFORE, in consideration of the above recitals, and

good and valuable consideration received, AEI, sells, assigns,

transfers, sets over and delivers unto AEI 24; AEI XVII; AEI 26;

AEI XXI; AEI XXII; AEI V; and AEI 2002 all of its right, title

and interest in and to the Purchase Agreement and AEI 24; AEI

XVII; AEI 26; AEI XXI; AEI XXII; AEI V; and AEI 2002 assumes all

of AEI's right, title and interest in and to the Purchase

Agreement.

IN WITNESS WHEREOF, the undersigned has caused this

Assignment and Assumption of Purchase Agreement to be executed as

of the date and year first above written.

(Signature Pages to Follow)

AEI FUND MANAGEMENT, INC.,

a Minnesota corporation

By:/s/ Robert P Johnson

Name: Robert P Johnson

Its: President

AEI INCOME & GROWTH FUND 24 LLC,

a Delaware limited liability

company

By: AEI Fund Management XXI, Inc.,

a Minnesota corporation,

its Managing Member

By: /s/ Robert P Johnson

Name: Robert P. Johnson

Its: President

AEI FUND MANAGEMENT XVII, INC.,

a Minnesota corporation

By: /s/ Robert P Johnson

Name: Robert P. Johnson

Its: President

AEI INCOME & GROWTH FUND 26 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

Its: President

AEI INCOME & GROWTH FUND XXI

LIMITED PARTNERSHIP,

a Minnesota limited partnership

By: AEI Fund Management XXI, Inc.,

a Minnesota corporation, its

General Partner

By: /s/ Robert P Johnson

Name: Robert P. Johnson

Its: President

AEI INCOME & GROWTH FUND XXII

LIMITED PARTNERSHIP,

a Minnesota limited partnership

By: AEI Fund Management XXI, Inc.,

a Minnesota corporation, its

General Partner

By: /s/ Robert P Johnson

Name: Robert P. Johnson

Its: President

AEI ACCREDITED INVESTOR FUND V LP,

a Minnesota limited partnership

By: AEI Fund Management XVIII, Inc.,

a Minnesota corporation, its

General Partner

By: /s/ Robert P Johnson

Name: Robert P. Johnson

Its: President

AEI ACCREDITED INVESTOR FUND 2002

LIMITED PARTNERSHIP,

a Minnesota limited partnership

By: AEI Fund Management XVIII, Inc.,

a Minnesota corporation, its

General Partner

By: /s/ Robert P Johnson

Name: Robert P. Johnson

Its: President

APPLE INDIANA II LLC, APPLE PENNSYLVANIA LLC,

APPLE WASHINGTON LLC, and B.T. WOODLIPP, INC.,

as Seller

and

AEI FUND MANAGEMENT, INC.,

as Purchaser

PURCHASE AND SALE AGREEMENT

Dated: As of July 10, 2006

TABLE OF CONTENTS

Page

ARTICLE I DEFINITIONS 1

ARTICLE II PURCHASE AND SALE; LEASEBACK 4

ARTICLE III [INTENTIONALLY OMITTED] 7

ARTICLE IV DUE DILIGENCE 7

ARTICLE V CLOSING 11

ARTICLE VI CLOSING ADJUSTMENTS 15

ARTICLE VII COVENANTS OF SELLER 15

ARTICLE VIII REPRESENTATIONS AND WARRANTIES 16

ARTICLE IX NOTICES 21

ARTICLE X CONFIDENTIALITY 22

ARTICLE XI DAMAGE AND DESTRUCTION 22

ARTICLE XII CONDEMNATION 24

ARTICLE XIII DEFAULT BY PURCHASER OR SELLER 25

ARTICLE XIV MISCELLANEOUS PROVISIONS 26

EXHIBITS AND SCHEDULES

EXHIBIT A LEGAL DESCRIPTIONS

EXHIBIT B ESCROW AGREEMENT

EXHIBIT C FORM OF LEASE

EXHIBIT D FOREIGN INVESTORS REAL PROPERTY

TAX ACT CERTIFICATION AND AFFIDAVIT

EXHIBIT E WIRE TRANSFER INSTRUCTIONS

EXHIBIT F DUE DILIGENCE DOCUMENTS

SCHEDULE 4.3 PORTFOLIO VALUE

PURCHASE AND SALE AGREEMENT

THIS PURCHASE AND SALE AGREEMENT is entered into as of

the 10th day of July, 2006, by and among APPLE INDIANA II LLC,

APPLE PENNSYLVANIA LLC, APPLE WASHINGTON LLC, each, a Delaware

limited liability company, and B.T. WOODLIPP, INC., a

Pennsylvania corporation (collectively, the "SELLER"), and AEI

FUND MANAGEMENT, INC., a Minnesota corporation (the "PURCHASER").

W I T N E S S E T H

WHEREAS, Seller is the owner of fourteen (14) sites

described in EXHIBIT A attached hereto (collectively, the

"LAND"), together with all buildings, fixtures and other

improvements erected thereon (collectively, the "BUILDINGS" and

each a "BUILDING") in the states of Indiana, Pennsylvania and

Washington on which Seller operates a franchised restaurant (each

such site together with the Building thereon and the other items

set forth in SECTION 2.3 with respect thereto is called a

"PROPERTY" and all are collectively called the "PROPERTIES"); and

WHEREAS, Seller has agreed to sell to Purchaser all of

Seller's right, title and interest in the Land, the Buildings,

and all other items included within the term "Properties" in

Section 2.3; and

WHEREAS, Purchaser has agreed to purchase the

Properties from Seller; and

WHEREAS, Purchaser has agreed to lease to Seller, and

Seller has agreed to lease from Purchaser, the Properties; and

WHEREAS, the parties desire to set forth their

respective rights and obligations with respect to the

transactions contemplated herein.

NOW THEREFORE, in consideration of the mutual covenants

and agreements hereinafter set forth and other valuable

consideration, the receipt and sufficiency of which are hereby

acknowledged, Seller and Purchaser agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1. DEFINITIONS. For purposes of this Agreement, the

following terms shall have the meanings indicated below:

"ADJOURNED CLOSING DATE" has the meaning given to such

term in Section 4.1.

"AGREEMENT" means this Purchase and Sale Agreement,

including all Exhibits and Schedules hereto.

"BUILDINGS" has the meaning given to such term in the

first "WHEREAS" clause of this Agreement.

"BUSINESS DAY" has the meaning given to such term in

Section 2.2. If any event under this Agreement is to occur, or a

time period is to expire, on a date which is not a business day,

such event shall occur or time period shall expire on the next

succeeding business day.

"CASUALTY PROPERTY" has the meaning given to such term

in Section 11.1(b).

"CLOSING" means the consummation of the transactions

described in Article II in accordance with the terms of this

Agreement.

"CLOSING DATE" means either the Scheduled Closing Date

or the Adjourned Closing Date.

"CODE" means the Internal Revenue Code of 1986, as

amended.

"COMMITMENTS" has the meaning given to such term in

Section 4.1(a).

"DEEDS" has the meaning given to such term in Section

5.2(a).

"DEFECT" has the meaning given to such term in Section

8.3(c).

"DEPOSIT" has the meaning given to such term in Section

2.2(a).

"DILIGENCE CURE PERIOD" has the meaning given to such

term in Section 4.6.

"DILIGENCE OBJECTION" has the meaning given to such

term in Section 4.6.

"DUE DILIGENCE DEFAULT" has the meaning given to such

term in Section 4.7.

"DUE DILIGENCE PERIOD" means the period commencing on

the date hereof, and ending at 11:59 p.m., Central time, on

, 2006, which date is forty-five (45) days after the

Effective Date.

"EFFECTIVE DATE" shall mean for all purposes in this

Agreement the date on which this Agreement is executed by the

last of Purchaser and Seller.

"ENVIRONMENTAL LAWS" means all federal, state or local

laws, statutes, ordinances, rules or regulations or judicial or

administrative decisions, orders, or decrees relating to health,

safety, pollution or protection of the environment or workplace,

including, without limitation, relating to Hazardous Substances.

"ENVIRONMENTAL REPORTS" has the meaning given to such

term in Section 4.6.

"ESCROW AGENT" has the meaning given to such term in

Section 2.2(a).

"EXCLUDED PROPERTY" has the meaning given to such term

in Section 2.3.

"FIRPTA AFFIDAVIT" has the meaning given to such term

in Section 5.2(c).

"FRANCHISOR" has the meaning given to such term in

Section 2.3.

"HAZARDOUS SUBSTANCES" means any pollutants,

contaminants, wastes, toxic or hazardous or extremely hazardous

substances, or other materials (including, without limitation,

petroleum or any by-products or fractions thereof, lead, asbestos

and asbestos-containing materials, and polychlorinated biphenyls)

that are regulated by, or may form the basis of liability under,

any Environmental Laws.

"LAND" has the meaning given to such term in the first

"WHEREAS" clause of this Agreement.

"LEASE" has the meaning given to such term in Section

2.4.

"LEASE GUARANTY" has the meaning given to such term in

Section 2.4.

"NOTICES" has the meaning given to such term in Section

9.1.

"PERMITTED ENCUMBRANCES" has the meaning given to such

term in Section 3.1.

"PROPERTIES" has the meaning given to such term in

Section 2.3.

"PROPERTY" has the meaning given to such term in the

first "WHEREAS" clause of this Agreement.

"PURCHASE PRICE" has the meaning given to such term in

Section 2.2.

"PURCHASER" has the meaning given to such term in the

preamble to this Agreement, and any permitted assignees of the

Purchaser pursuant to Section 14.5 hereof.

"REPRESENTATIVES" means, with respect to any person or

entity, such person's or entity's agents or representatives,

including, without limitation, its directors, officers, members,

employees, affiliates, partners, agents, contractors, engineers,

attorneys, accountants, consultants, brokers or financial

advisors.

"SCHEDULED CLOSING DATE" has the meaning given to such

term in Section 5.1.

"SELLER" has the meaning given to such term in the

preamble to this Agreement. Although the term "Seller" is used

collectively to refer to all of the entities that own the

Properties, the covenants, representations, warranties and

obligations of Seller under this Agreement are not intended to be

joint and several, but rather each of such entities shall be

responsible for the covenants, representations, warranties and

obligations relating only to those of the Properties owned by

such entity. The Properties are owned by each respective Seller

entity as specified on Schedule 4.3 hereto.

"SELLER KNOWLEDGE INDIVIDUAL" has the meaning given to

such term in Section 8.1.

"SELLER'S BANK SYNDICATE" means Bank of America, N.A.,

as administrative agent, Bank of America, N.A., SunTrust Bank,

Merrill Lynch Capital, a Division of Merrill Lynch Business

Financial Services Inc., GE Capital Franchise Finance

Corporation, National City Bank of Pennsylvania, Wells Fargo

Bank, N.A., and ING Capital LLC, and their respective successors

and/or assigns.

"SELLER'S DILIGENCE NOTICE" has the meaning given to

such term in Section 4.6.

"SELLER'S TITLE NOTICE" has the meaning given to such

term in Section 4.3.

"SURVEYS" has the meaning given to such term in Section

4.1(a).

"SURVIVING REPRESENTATIONS" has the meaning given to

such term in Section 8.3(a).

"SURVIVAL PERIOD" has the meaning given to such term in

Section 8.5.

"TAKING" has the meaning given to such term in Section

12.1.

"TAKING PROPERTY" has the meaning given to such term in

Section 12.1(b).

"TITLE COMPANY" means Chicago Title Insurance Company.

"TITLE CURE PERIOD" has the meaning given to such term

in Section 4.1(a).

"TITLE OBJECTIONS" has the meaning given to such term

in Section 4.1(a).

"TITLE POLICY" has the meaning given to such term in

Section 4.5.

"TRANSFER TAXES" has the meaning given to such term in

Section 5.5(a).

ARTICLE II

PURCHASE AND SALE; LEASEBACK

Section 2.1. PURCHASE AND SALE. Subject to the terms and

provisions set forth in this Agreement, on the Closing Date: (a)

Seller shall transfer the Properties to Purchaser, and (b)

Purchaser shall pay the Purchase Price to Seller as provided in

Section 2.2.

Section 2.2. PAYMENT OF THE PURCHASE PRICE. The purchase price

(the "PURCHASE PRICE") for the Properties is Forty Million One

Hundred Nine Thousand One Hundred Thirteen Dollars ($40,109,113),

subject to reduction as hereinafter provided in this Agreement,

and shall be payable by Purchaser as follows:

(a) A deposit (the "DEPOSIT") in the amount of Two Hundred

Thousand Dollars ($200,000), payable simultaneously with the

execution of this Agreement by wire transfer, in immediately

available Federal Funds, to the escrow account of Chicago Title

Insurance Company located at 171 N. Clark, Chicago, Illinois

60601, as escrow agent (the "Escrow Agent") in accordance with

the wiring instructions attached hereto as Exhibit E. The

Deposit shall be held by Escrow Agent in accordance with the

terms of that certain Escrow Agreement of even date herewith

between Seller, Purchaser and Escrow Agent in the form of Exhibit

B attached hereto. The Deposit shall be delivered as provided in

this Agreement.

(b) Within five (5) days after the later of: (y) the expiration

of the Due Diligence Period, unless Purchaser has timely

delivered a notice of termination of this Agreement under Section

4.7(b), or (z) the date upon which Seller has waived in writing

the condition set forth in Section 5.9(a)(iv), Purchaser shall

increase the amount of the Deposit by depositing with Escrow

Agent an additional One Hundred Thousand Dollars ($100,000) in

immediately available Federal Funds, which amount shall be added

to and become a part of the Deposit hereunder.

(c) The balance of the Purchase Price, in the amount of Thirty-

nine Million Eight Hundred Nine Thousand One Hundred Thirteen

Dollars ($39,809,113), subject to reduction as provided in this

Agreement, payable on the Closing Date by wire transfer, in

immediately available Federal Funds, to the account of Escrow

Agent.

(d) If the Closing shall occur, Escrow Agent shall be instructed

to deliver the proceeds of the Deposit, including the interest on

the Deposit, to Seller to be credited against the Purchase Price.

If the Closing shall not occur and this Agreement shall be

terminated, then the interest earned on the Deposit shall be paid

to the party entitled to receive the Deposit as provided in this

Agreement. The party receiving such interest shall take such

interest into account for purposes of determining its federal

income tax liability, if any, and shall pay any income taxes

thereon.

As used in this Agreement, the term "BUSINESS DAY" means every

day other than Saturdays, Sundays, all days observed by the

federal or Illinois State government as legal holidays and all

days on which commercial banks in Illinois are required by law to

be closed.

Section 2.3. SCOPE OF SALE. As used in this Agreement, the

term "PROPERTIES" shall mean all of the following:

(a) the Land;

(b) all of the Buildings;

(c) all easements, covenants, servitudes and other rights now

belonging or appertaining or appurtenant to, or comprising a part

of, the Land, and all right, title and interest of the Seller in

and to strips or gores adjacent to the Land and any land lying in

the bed of any street, road, avenue or alley, open or closed, in

front of or behind or otherwise adjoining the Land and to the

center line thereof;

(d) all fixtures, equipment and machinery (including, without

limitation, all of the lighting, electrical, mechanical, plumbing

and heating, ventilation and air conditioning systems), exclusive

of the Excluded Property, used in connection with the Land and

the Buildings and the operation, management, maintenance or

occupation of the Properties (as opposed to the operation of

Seller's business);

(e) if available, certificates of occupancy and all licenses

(excluding liquor licenses), permits, approvals and

authorizations, if any, which are customarily required to be

transferred to evidence Seller's ownership of the Properties (as

opposed to the operation of Seller's business); and

(f) all right, title and interest of Seller in and to all

warranties, indemnity agreements and bonds with respect to any

portion of the Land, the Buildings or any other portions of the

Properties.

(g) all of Seller's rights under any contract or agreement in

Seller's possession (other than those relating to Excluded

Property), including without limitation, maintenance contracts,

service contracts, property management contracts, equipment

leases, or warranties relating to the operation of the

Properties;

(h) all of Seller's right, title and interest in and to any

drawings, plans, building permits, surveys and certificates of

occupancy relating to the Properties, and all licenses and

permits relating to the ownership thereof; and

(i) all records in Seller's possession relating to Seller's

ownership of the Properties, including without limitation all

records regarding real estate taxes, assessments, insurance,

maintenance, repairs, capital improvements and services.

As used in this Agreement, the term "EXCLUDED PROPERTY"

shall mean (i) all fixtures, furniture, furnishings, equipment

(other than floor and wall coverings, fixtures which are built-

ins or constitute an integral part of the Building, the walk-in

cooler, heat, air condition and ventilation systems, electrical,

mechanical and plumbing systems), Kitchen Equipment (as

hereinafter defined), inventory, merchandise, goods, chattels,

trade fixtures, signage, appliances display cases, supplies,

tools, machinery, security systems, computer software or other

personal property (including, without limitation, trade fixtures

in, on, around or affixed to any Property), (ii) fixtures,

furniture, furnishings, equipment, supplies, tools, machinery,

security systems, computer software, signage and other personal

property (including, without limitation, trade fixtures in, on,

around or affixed to any Property) which displays the name, trade

name, trademark, service mark, logo, insignia, slogan, emblem or

symbol of Applebee's International Inc.'s ("FRANCHISOR") or of

the tenant under the Lease, and (iii) all licenses, permits,

approvals and authorizations, if any, which are required in

connection with the operation of Seller's business, including,

without limitation, all liquor licenses. The Excluded Property

described in SUBSECTIONS (i) and (ii) above shall be and at all

times remain the property of Seller regardless of whether the

same is affixed to the Buildings or the manner in which the same

is affixed (unless permanently affixed) and regardless of whether

the same is regarded as a fixture or as property of the owner of

the Building by operation of law or otherwise unless, however,

such fixtures and equipment cannot be removed without substantial

damage to any Building which cannot be easily repaired. As used

herein the term "Kitchen Equipment" shall include, without

limitation, kitchen fixtures (except for sanitary plumbing

fixtures), counters, stainless steel equipment, ranges, ovens,

display cases and refrigeration equipment (excluding the walk-in

cooler).

Section 2.4. LEASEBACK. On the Closing Date, immediately

following conveyance of title to the Properties to Seller,

Purchaser shall lease to Seller and Seller shall lease from

Purchaser, the Properties, pursuant to a separate lease for each

Property, in the form attached hereto as Exhibit C, as the same

may be modified if and to the extent necessary to make them

enforceable under the laws of the state in which each applicable

Property is located or to include statutorily required provisions

(each, a "Lease", and collectively, the "Leases"), each of which

shall be guaranteed by Apple American Group LLC, a Delaware

limited liability company ("AAG"), pursuant to the terms and

conditions of the lease guaranty, the form of which is attached

to the Lease (the "Lease Guaranty"). Seller and Purchaser shall

negotiate in good faith during the Due Diligence Period to agree

upon a mutually acceptable form of Landlord's Agreement which

will be attached as Exhibit B to the Lease.

ARTICLE III

[INTENTIONALLY OMITTED]

ARTICLE IV

DUE DILIGENCE

Section 4.1. SURVEY AND TITLE OBJECTIONS. (a) On or before the

date of this Agreement, Purchaser has received (i) from the Title

Company commitments to issue an owner's title insurance policy

with respect to each of the Properties together with legible

copies of all recorded exceptions set forth therein

(collectively, the "COMMITMENTS"), and (ii) from Seller copies of

the existing surveys in Seller's possession for the Properties

(which Seller shall, prior to the Closing Date, have certified to

Purchaser and its lender at Seller's cost) (the "SURVEYS").

Seller shall deliver a signed Affidavit required by the Title

Company in order to provide sufficient endorsements to enable the

Title Company to issue the title policies in the form required

hereunder within ten (10) days after the Effective Date. If a

Commitment discloses the existence of an easement affecting a

Property which was recorded after the date of an existing Survey

and is not located on such Survey, Seller shall have such Survey

updated at its cost to reflect the location of such easement.

Within the first twenty-five (25) days of the Due Diligence

Period, Purchaser shall deliver to Seller notice of any liens,

covenants, conditions, restrictions, encumbrances and noted

violations revealed by the Commitments or the Surveys to which

Purchaser objects and is not required hereunder to accept (the

"TITLE OBJECTIONS"). Any items to which Purchaser does not

timely object shall be deemed to be permitted encumbrances

("PERMITTED ENCUMBRANCES"). Notwithstanding the foregoing,

Purchaser shall not be obligated to object to any mortgage, deed

of trust, mechanics lien, or similar lien to pay money

(collectively, "MONETARY LIENS"), and any such item will be

deemed to be objected to and shall not be a Permitted

Encumbrance. All Monetary Liens shall be satisfied or released

at Closing. For purposes hereof the term "MONETARY LIEN" shall

not mean or include assessments under any local improvement or

special benefit district. Purchaser shall not be entitled to

object to, and shall be deemed to have approved, any item which

will be extinguished upon the transfer of the Properties.

Notwithstanding anything to the contrary contained herein, if

Seller is unable to eliminate any Title Objections (other than

Monetary Liens) by the Scheduled Closing Date, Seller may, upon

prior notice to Purchaser, adjourn the Scheduled Closing Date

(such adjourned Closing Date is herein referred to as the

"ADJOURNED CLOSING DATE"), for a period (the "TITLE CURE PERIOD")

reasonably determined to be necessary by Seller in order to cure

Title Objections but in any event not later than thirty (30) days

after the Scheduled Closing Date.

(b) Seller shall also have the right to invoke the aforesaid

mechanism and adjourn the Scheduled Closing Date to an Adjourned

Closing Date if additional time is needed in order to secure

either the consents referred in Section 5.9(a)(iv) or the

prepayment of any mortgage or deed of trust loan secured by the

Properties, by providing Purchaser at least five (5) business

days prior notice of the date of the Adjourned Closing Date,

which for purposes of this Section 4.1(b) can be no later than

thirty (30) days after the Scheduled Closing Date, which date

shall be "time of the essence" with respect to both parties'

obligation to close on such Adjourned Closing Date.

Section 4.2. [Intentionally Omitted]

Section 4.3. NO ACTIONS. (a) Except as set forth in Section

4.3(b) in no event shall Seller be required to bring any action

or institute any proceeding, or to incur any costs or expenses,

in order to attempt to eliminate any Title Objection. Seller

shall notify Purchaser within ten (10) days after receipt of

Purchaser's notice of any Title Objection ("Seller's Title

Notice") whether or not Seller intends to make reasonable efforts

to cure the Title Objection in question (failing which, Seller

shall be deemed to have elected not to cure the Title Objection

in question). Within ten (10) days after receipt of Seller's

Title Notice stating that Seller will not cure any Title

Objection (or within ten (10) days of the end of Seller's ten

(10) day period if Seller failed to send a Seller's Title

Notice), or, if Seller notified Purchaser in Seller's Title

Notice that Seller will cure the Title Objection, within five (5)

days after any subsequent notice from Seller that Seller is

unable to, or unwilling to, cure the Title Objection in question,

Purchaser shall notify Seller that Purchaser shall either (i)

accept the Properties subject to such objection to title without

abatement of the Purchase Price, in which event (x) such

objection to title shall be deemed to be, for all purposes, a

Permitted Encumbrance, (y) Purchaser shall close hereunder

notwithstanding the existence of same, and (z) Seller shall have

no obligations whatsoever after the expiration of Due Diligence

Period with respect to Seller's failure to cause such objection

to title to be eliminated, or (ii) elect to eliminate the

Property affected by such Title Objection from the terms of this

Agreement in which case this Agreement shall be of no further

force or effect with respect only to such Property, except for

those rights and obligations expressly stated to survive

expiration or termination of this Agreement, and the Purchase

Price shall be reduced by the value allocated to such Property as

set forth on Schedule 4.3 attached hereto. Such election under

subpart (ii) of the immediately preceding sentence shall be

deemed a "DUE DILIGENCE DEFAULT" under the provisions of Section

4.7 hereof.

(b) Notwithstanding the provisions of Section 4.3(a), Seller

shall be obligated, at Closing to discharge all Monetary Liens

affecting any Property. Seller shall have no obligation to

discharge any restrictive covenants, declarations, easements or

other similar instruments which are executed and acknowledged by

Seller after the date hereof and prior to the Closing Date and

recorded against any of the Properties to the extent such

restrictive covenants, declarations, easements or other similar

instruments were entered into by Seller after obtaining

Purchaser's prior written consent thereto, which consent shall

not be unreasonably withheld, conditioned or delayed.

Section 4.4. SELLER AFFIDAVITS. Seller shall deliver to the

Title Company a commercially reasonable form of owner's affidavit

if and to the extent required in connection with the issuance of

extended coverage title policies.

Section 4.5. TITLE INSURANCE. It is contemplated that, at the

Closing, the Title Company shall issue to Purchaser, or be

irrevocably committed to issue to Purchaser, an ALTA owner's form

title insurance policy with extended coverage issued by the Title

Company (each, a "TITLE POLICY", and collectively, the "TITLE

POLICIES") with respect to each Property, in the aggregate amount

of the Purchase Price, allocated for each Property in accordance

with the amounts set forth on Schedule 4.3 insuring that good and

marketable title to the Properties is vested in Purchaser in

accordance with this Agreement. Purchaser shall be entitled to

request that the Title Company provide such additional

endorsements to the Title Policy as Purchaser may reasonably

require, provided that (a) such additional endorsements shall be

at no cost to, and shall impose no additional liability on

Seller, (b) Purchaser shall obtain commitments for any such

endorsements through a pro forma policy issued by the Title

Company prior to the end of the Due Diligence Period, and, if

Purchaser is unable to obtain such endorsements as set forth in

such pro forma policy at Closing, Purchaser shall not be

obligated to proceed to close with respect to the affected

Property or Properties, the Purchase Price shall be reduced by

the value allocated to such Property or Properties as set forth

on Schedule 4.3 attached hereto, and (c) the Closing on the

remaining Property or Properties shall not be delayed as a result

of Purchaser's election.

Section 4.6. OTHER DILIGENCE OBJECTIONS. Upon reasonable prior

notice to Seller, Purchaser shall have the opportunity from the

Effective Date until the date of Closing to physically inspect

the Properties, and Purchaser or Purchaser's agents, contractors

and representatives shall have the right from and after the

Effective Date to enter upon and make inspections and studies of

and tests on the Properties at all reasonable times. Such

inspections, studies and tests may include, but not be limited

to, engineering studies, tests and Phase I environmental

assessments (collectively, the "Studies"). The Studies shall (i)

be conducted in a manner as not to physically damage the

Properties or unreasonably interfere with the usual operation of

the Properties by Seller and (ii) in no event include sampling of

any environmental media (including, without limitation, air, soil

and/or groundwater), provided that, if any Phase I environmental

assessment shall recommend further environmental testing,

including, without limitation, invasive testing and soil

sampling, Purchaser may engage in such testing only if (A)

Purchaser provides reasonable prior notice of such testing to

Seller, (B) Purchaser provides Seller insurance certificates

naming Seller as an additional insured and containing such types

of insurance and limits that Seller may reasonably require, (C)

such testing does not unreasonably interfere with the business of

Seller conducted on the Properties, (D) Purchaser shall

immediately repair any damage caused by such testing and restore

the Property to the condition in which it existed immediately

prior to such damage at Purchaser's sole cost and expense and (E)

Purchaser indemnifies and holds Seller and Seller's

Representatives harmless from and against any and all loss, cost,

damage, liens, claims, liabilities or expenses (including, but

not limited to, reasonable attorneys' fees, court costs and

disbursements) incurred by Seller or any of Seller's

Representatives arising from or by reason of such testing.

Seller shall provide to Purchaser all information reasonably

requested by Purchaser which is available to Seller with respect

to the Properties to assist Purchaser in the Studies. On or

before the date of this Agreement (unless otherwise provided on

Exhibit F), Seller has delivered updated Phase I reports for each

of the Properties to Purchaser (the "ENVIRONMENTAL REPORTS") and

Seller has delivered or made available to Purchaser for its

review the materials described on Exhibit F attached hereto (the

"DUE DILIGENCE DOCUMENTS"). During the Due Diligence Period,

Purchaser may obtain structural assessments and appraisals of the

Properties (at Purchaser's sole cost and expense), and shall

deliver to Seller notice of any environmental condition,

structural condition or other matter, including those based upon

the Due Diligence Documents (including, without limitation, an

appraised value which is less than the amount allocated to a

Property on Schedule 4.3 hereto) with respect to any Property

which materially and adversely affects such Property (a

"DILIGENCE OBJECTION"); PROVIDED, HOWEVER, that any Diligence

Objection relating to any environmental condition shall be

delivered to Seller within the first twenty-five (25) days of the

Due Diligence Period. Within ten (10) days after receipt of a

Diligence Objection, Seller shall notify Purchaser ("SELLER'S

DILIGENCE NOTICE") whether or not Seller elects to cure such

Diligence Objection (failing which, Seller shall be deemed to

have elected not to cure the Diligence Objection in question).

If Seller elects to cure such Diligence Objection, Seller may

adjourn the Closing Date for a period reasonably determined to be

necessary by Seller in order to cure the Diligence Objection (the

"DILIGENCE CURE PERIOD"), which shall not be later than thirty

(30) days after the Scheduled Closing Date. Within ten (10) days

after receipt of Seller's Diligence Notice stating that Seller

will not cure any Diligence Objection (or within ten (10) days of

the end of Seller's ten (10) day period if Seller failed to send

a Seller's Diligence Notice), or, if Seller notified Purchaser in

Seller's Diligence Notice that Seller will cure any Diligence

Objection within five (5) days after any subsequent notice from

Seller that Seller is unable or unwilling to cure the Diligence

Objection in question, Purchaser shall notify Seller that

Purchaser shall either (i) accept the applicable Property subject

to such Diligence Objection without abatement of the Purchase

Price, and (x) Purchaser shall close hereunder notwithstanding

the existence of the same, and (y) Seller shall have no

obligations whatsoever after the Due Diligence Period with

respect to Seller's failure to cause such Diligence Objection to

be eliminated, or (ii) eliminate the Property affected by such

Diligence Objection from the terms of this Agreement in which

case this Agreement shall be of no further force or effect with

respect to such Property, except for those rights and obligations

expressly stated to survive expiration or termination of this

Agreement, and the Purchase Price shall be reduced by the amount

allocated to such Property as set forth on Schedule 4.3 attached

hereto. Such election under subpart (ii) of the immediately

preceding sentence shall be deemed a "DUE DILIGENCE DEFAULT"

under the provisions of Section 4.7 hereof.

Section 4.7. DUE DILIGENCE DEFAULT; TERMINATION RIGHT; LIMITED

REIMBURSEMENT RIGHT. (a) During the Due Diligence Period,

Purchaser may provide notice to Seller that Purchaser elects to

eliminate up to five (5) Properties from the terms and provisions

of this Agreement for reasons of a Title Objection under Section

4.3, or a Diligence Objection under Section 4.6 (each, a "DUE

DILIGENCE DEFAULT"). If Purchaser timely provides notice of such

Due Diligence Default in accordance with the provisions of

Section 4.3 and Section 4.6, then the Properties for which notice

of such Due Diligence Default was provided by Purchaser to Seller

shall be eliminated from the terms and provisions of this

Agreement and this Agreement shall be of no further force and

effect with respect to such Properties only, other than those

rights and obligations expressly stated to survive expiration or

termination of this Agreement, but this Agreement shall remain in

full force and effect with respect to all of the other

Properties.

(b) Anything contained in this Agreement to the contrary

notwithstanding, if Purchaser determines at any time prior to the

expiration of the Due Diligence Period that the Properties are

not satisfactory to Purchaser for any reason or no reason, in

Purchaser's sole discretion, then Purchaser may terminate this

Agreement in its entirety by delivering written notice of

termination to Seller prior to the end of the Due Diligence

Period. If Purchaser so terminates this Agreement, the Escrow

Agent shall return the Deposit to Purchaser (together with all

interest thereon), and neither party shall have any further

rights, duties or obligations hereunder except with respect to

the provisions of this Agreement which expressly survive the

termination of this Agreement.

(c) If Purchaser terminates this Agreement following Seller's

election not to cure, or Seller's failure to cure, Diligence

Objections (other than objections relating to financial

performance or valuation of the Properties) for at least five (5)

Properties and such Diligence Objections could have been cured by

Seller using commercially reasonable efforts, then Seller shall

be obligated to reimburse Purchaser for Purchaser's actual out-of-

pocket costs and expenses (including the cost of third-party

reports, travel expenses and reasonable attorneys' fees and

expenses) reasonably incurred by Purchaser in connection with

this Agreement; PROVIDED, HOWEVER, the amount of such

reimbursement shall not exceed Fifty Thousand Dollars

($50,000.00), in the aggregate.

Section 4.8. FRANCHISOR AND BANK SYNDICATE APPROVAL, CONSENT.

During the Due Diligence Period, Seller shall use commercially

reasonable efforts to obtain Franchisor's and Seller's Bank

Syndicate's approval of the Lease and consent to this

transaction.

ARTICLE V

CLOSING

Section 5.1. CLOSING. The Closing shall be held on the date

which is ten (10) days following expiration of the Due Diligence

Period (the "SCHEDULED CLOSING DATE"), or such other date as

Seller may set for the Closing if it elects to extend said date

pursuant to Section 4.1, Section 4.6, Section 11.1(b) or Section

12.1(b) as the Adjourned Closing Date. The Closing on the

Scheduled Closing Date or the Adjourned Closing Date, as

applicable, shall commence at 9:30 a.m. Central time, at the

offices of the Title Company or at such other location as Seller

and Purchaser shall mutually designate.

Section 5.2. SELLER'S CLOSING ITEMS. Unless otherwise provided

in this Section 5.2, at the Closing, Seller shall execute,

deliver, furnish or provide to Purchaser, or cause to be

executed, delivered, furnished or provided to Purchaser, the

following (in such reasonable number of original counterparts as

Purchaser may request):

(a) special or limited warranty deeds in form reasonably

satisfactory to Purchaser and the Title Company for each of the

Land and Buildings, conveying good and marketable (as required by

this Agreement) fee title thereto, subject to the Permitted

Encumbrances applicable to each Property (the "DEEDS");

(b) the Lease Guaranty with respect to each Property;

(c) a "non-foreign person" certification from Seller pursuant to

Section 1445 of the Code in the form attached hereto as Exhibit D

(the "FIRPTA Affidavit");

(d) the affidavits and other similar documents contemplated by

Section 4.4;

(e) if available and to the extent in Seller's possession, a

certificate of occupancy (or copy thereof to the extent

available);

(f) copies of all permits, approvals, warranties, guaranties,

indemnity agreements, variances, approvals and licenses, in

connection with the ownership, occupancy, maintenance or

operation of the Properties, to the extent Seller is in

possession;

(g) such other documents as may be reasonably necessa