ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

                              
                              
                   ASSIGNMENT AND ASSUMPTION
                              OF
                  PURCHASE AND SALE AGREEMENT
                              
      THIS   ASSIGNMENT made and entered into effective   as   of
this   12th   day   of   January, 2007, by and   between   AEI   FUND
MANAGEMENT,   INC., a Minnesota corporation,   ("Assignor")   and
AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP, a Minnesota
limited   partnership, whose corporate general partner   is   AEI
Fund   Management XXI, Inc., a Minnesota corporation,   and   AEI
INCOME   &   GROWTH   FUND 24 LLC, a Delaware   limited   liability
company,    whose   corporate   managing   member   is    AEI    Fund
Management   XXI, Inc., a Minnesota corporation (as tenants   in
common, together collectively referred to as "Assignee");

     WITNESSETH, that:

      WHEREAS,   on   the   4th day of December,   2006,   Assignor
entered   into   an Purchase and Sale Agreement, as subsequently
amended (hereinafter together collectively referred to as   the
"Agreement")   for that certain property located at   4460   32nd
Avenue   South,   Grand   Forks,   North   Dakota,   which   is   more
particularly described within the Agreement, (the   "Property")
with   CDK   Associates   LLC, a South Dakota   limited   liability
company, as Seller; and

      WHEREAS, Assignor desires to assign its right, title and
interest in and to the Agreement regarding the Property to AEI
Income   &   Growth Fund XXII Limited Partnership, an   undivided
fifty percent (50.0%) interest as a tenant in common, and   AEI
Income   &   Growth   Fund   24   LLC, an undivided   fifty   percent
(50.0%) as a tenant in common, and Assignee desires to   assume
all   of Assignor's rights, title and interest in, to and under
the Agreement regarding the Property as hereinafter provided;

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

     1.     Assignor assigns all of its rights, title and interest
          in, to and under the Agreement regarding the Property to
          Assignee, to have and to hold the same unto the Assignee, its
          successors and assigns;
    
     2.    Assignee hereby assumes all rights, promises, covenants,
          conditions and obligations under the Agreement regarding the
          Property to be performed by the Assignor thereunder, and
          agrees to be bound for all of the obligations of Assignor
           under the Agreement;
    
All   other terms and conditions of the Agreement shall   remain
unchanged and continue in full force and effect.

ASSIGNOR:

AEI FUND MANAGEMENT, INC.,
a Minnesota corporation


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


ASSIGNEE:

AEI INCOME & GROWTH FUND 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
Title:   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
Title:   President



                              
                      PURCHASE AGREEMENT

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

                           RECITALS:

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

          B.     Seller   leases the Property to Tractor   Supply
          Company    pursuant   to   that   certain   lease     dated
          December 29, 2004, by and between Seller, as lessor,
          and    Tractor    Supply   Company,   as    lessee    (the
          "Tenant").

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

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

     1.    DESCRIPTION:

          Seller is the owner of all right, title and interest
          in   and all the property located at 4460 32nd Avenue
          South,   City of Grand Forks, County of Grand   Forks,
          State    of    North   Dakota;   and   more   particularly
          described as follows:

               Lot   1,   Block 1, Johnson's West   First
               Addition,
                City   of Grand Forks,       Grand   Forks
               County, North Dakota

          The   conveyance shall include all easements, rights,
          and    appurtenances    thereto,    all    improvements,
          fixtures, personal property and intangible   property
          relating to or now or hereafter located thereon   and
          all of Seller's right, title and interest in and   to
          any    streets,   roadways,   alleys,   sidewalks,   both
          public   and   private, adjacent   to   the   above   real
          estate (hereinafter collectively referred to as   the
          "Property").
         
     2.    PURCHASE PRICE:
    
           The   Purchase Price for the Property is Two Million
Seven    Hundred    Sixty-Six   Thousand    and    No/100    Dollars
($2,766,000); payable as follows:
    
           A.     Within five (5) days after the Effective Date
of   this   Agreement, Buyer shall deposit Twenty-Five   Thousand
Dollars ($25,000) (the "Earnest Money") in an interest bearing
account   with   First   American Title Insurance   Company,   1900
Midwest   Plaza West, 801 Nicollet Mall, Minneapolis,   MN   (the
"Closing   Agent" or "Title Company"), which shall be   held   in
trust   pending the closing of the transaction contemplated   by
this Agreement.

           If for any reason this Agreement is terminated prior
to   the   expiration   of   the Due Diligence   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
the   Buyer   does   not   terminate this Agreement   as   expressly
allowed   hereunder,   the   Earnest Money   shall   thereafter   be
deemed   non-refundable,   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.
         
          B.    The balance of the Purchase Price in cash is to
be   deposited by Buyer into an escrow account with the Closing
Agent on or before the Closing Date (as defined below).


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

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

          B.       The   parties   hereto   may   extend   the    Due
Diligence Period by written agreement.

          C.     If Buyer does not send Seller notification   of
Buyer's satisfaction of its due diligence contingency by 11:59
p.m. CST of the last date of the Due Diligence Period, as such
may   be extended under the terms of this Agreement, then   this
Agreement   shall expire and have no further force and   effect;
and all Earnest Money, including any interest accrued thereon,
shall be returned to Buyer.
         
          In   the event Buyer does give notice of satisfaction
of its due diligence contingency, then the closing date of the
Property   shall occur no later than ten (10) days after   Buyer
has provided Seller with notice of satisfaction of Buyer's due
diligence   contingency   (the   "Closing   Date"),   provided    no
materially   adverse   change   to   the   Property   Documents   has
occurred.    If   a   materially adverse change to   the   Property
Documents   has   occurred,   Buyer shall   be   allowed   five   (5)
business   days   to   review   and approve   such   changes   or   to
terminate   this Agreement, and upon such termination,   receive
immediate   return of the Earnest Money together with   interest
thereon.
         
          Furthermore, in the event closing does not occur   on
or   before   January 15, 2007, Buyer shall have the   option   to
either   (a) terminate this Agreement by providing Seller   with
thirty   (30)   days written notice, at which the Earnest   Money
and   any   interest   accrued thereon shall   be   immediately   be
returned    to    Buyer   or   (b)   reduce   the    purchase    price
corresponding   to   a   reduction in the cap   rate   of   5   basis
points.
         

     4.    REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER:

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

          A.     Seller   has and will convey good,   marketable,
insurable title to the Property of record, free and   clear   of
all   liens,   encumbrances, leases, claims,   and   charges;   all
easements,     rights-of-way,    covenants,     conditions     and
restrictions;   and any other matters affecting title   thereto,
except   for such matters as are approved or Buyer's objections
thereto   are   waived   by   Buyer   in   writing   (the   "Permitted
Encumbrances").
         
          B.     To   the best of Seller's knowledge and belief,
the   conveyance   of   the   Property pursuant   hereto   will   not
violate   any   applicable statute, conditional   use,   variance,
ordinance,   governmental restriction   or   regulation,   or   any
private restriction or agreement.
         
          C.    The Property is benefited by direct access to a
publicly dedicated street or road and other adjacent right   of
ways   and shall be conveyed as a separate legal and tax parcel
(the "Legal Parcel").
         
          D.     There is no litigation pending, or to the best
of    Seller's    knowledge,   investigation,    condemnation    or
proceeding   of   any kind threatened against the Seller,   which
may have a material adverse effect upon the Property.
         
          E.    Seller is not a "foreign person" (as defined in
section    1445(f)(3)   of   the   Internal    Revenue    Code    and
regulations issued thereunder).
         
          F.     Neither   Seller nor, to the best   of   Seller's
knowledge,   any of Seller's members, are an entity or   person:
(i) that is listed in the Annex to, or is otherwise subject to
the    provisions    of    Executive   Order    13224    issued    on
September 24, 2001 ("EO13224"); ii) whose name appears on   the
United   States Treasury Department's Office of Foreign   Assets
Control ("OFAC") most current list of "Specifically Designated
National   and   Blocked Persons" (which list may   be   published
from   time   to   time   in various mediums   including,   but   not
limited           to,          the          OFAC          website,
(http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf)
;    (iii)    who   commits,   threatens   to   commit   or   supports
"terrorism,"   as   that term is defined   in   EO13224;   (iv)   is
subject to sanctions of the United States government or is   in
violation   of   any federal, state, municipal   or   local   laws,
statutes,   codes,   ordinances,   orders,   decrees,    rules    or
regulations    relating   to   terrorism   or   money    laundering,
including,   without limitation, EO13224 and   the   Uniting   and
Strengthening America by Providing Appropriate Tools   Required
to Intercept and Obstruct Terrorism Act of 2001; or (v) who is
otherwise   affiliated with any entity or person   listed   above
(any and all parties or persons described in subsections (i) -
(v)   above   are herein referred to as a "Prohibited   Person").
Neither   Seller nor its members shall knowingly:   (A)   conduct
any   business, nor engage in any transaction or dealing,   with
any   Prohibited   Person, including, but not   limited   to,   the
making   or   receiving of any contribution of funds, goods,   or
services,   to   or for the benefit of a Prohibited   Person;   or
(B)   engage   in or conspire to engage in any transaction   that
evades   or   avoids, or has the purpose of evading or avoiding,
or   attempts to violate, any of the prohibitions set forth   in
EO13224;
         
          G.     Seller is not aware of any private covenant or
restriction   that   would   prohibit   or   adversely   impact   the
development or operation of the Property.
         
          H.     To   the   best   of   Seller's knowledge,   Seller
represents   that   there are no underground   tanks,   basements,
foundations, wells, cisterns, or other underground   structures
or   debris   of   any   nature on the Property.    Seller   further
represents   that the Property is not located in   a   designated
flood plain, nor does the Property contain any wetlands.
         
          I.    Seller has the requisite power and authority to
enter   into   and   perform this Agreement   and   those   Seller's
Closing Documents to be signed by it.
         
          J.     The   Improvements (including, but not   limited
to,   the   utilities, mechanical systems, roof, foundation   and
walls),   to   the   best   of Seller's knowledge,   are   in   sound
condition   and in good working order as of the Effective   Date
hereof.   Seller shall further have the on-going obligation   up
through   the   Closing Date to inform Buyer in writing   of   any
defect   in   the Improvements that occur between the   Effective
Date of this Agreement and the Closing Date.   Seller's written
notice   to   Buyer of any defect in the Improvements   shall   be
considered for purposes herein to be an adverse change in   the
Property Documents.
         
          K.      To Seller's knowledge, Seller has disclosed to
Buyer   all   information relating to the   Property   that   could
reasonably   be expected to have a material adverse   effect   on
the Property.
         
     If the Seller subsequently becomes aware of the fact that
any   of the representations and warranties made herein   is   no
longer   accurate,   then the Seller shall immediately   disclose
same   in   writing to the Buyer.     Seller's written notice   to
Buyer   of any inaccuracy in the representations and warranties
made herein shall be considered to be an adverse change to the
Property     Documents.     Each    of    the     warranties     and
representations contained in this Section and   other   Sections
of   this Agreement shall be deemed made as of the date of this
Agreement and again as of the Closing Date.
         
     Seller shall indemnify Buyer, its successors and assigns,
against,   and   shall hold Buyer, its successors   and   assigns,
harmless from, any costs, expenses or damages of any   kind   or
nature, including reasonable attorneys' fees, which Buyer   may
incur because of any breach of any of the representations   and
warranties   herein   contained, whether incurred   prior   to   or
after   the Closing Date.   All warranties, representations   and
indemnifications   contained in this   Agreement   shall   survive
Closing.
         
     5.    ENVIRONMENTAL LAWS:

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

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

          B.     In   the   event   that   Hazardous   Materials   as
defined   herein   are found or suspected to be present   on   the
Property, or other circumstances as set forth in the preceding
section   exist, then B