ASSIGNMENT AND ASSUMPTION OF PURCHASE AND SALE AGREEMENT

ASSIGNMENT AND ASSUMPTION
OF
PURCHASE AND SALE AGREEMENT


THIS ASSIGNMENT made and entered into this 24th day of
May, 2006, by and between AEI FUND MANAGEMENT, INC., a
Minnesota corporation, ("Assignor") 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, and AEI INCOME & GROWTH FUND 26 LLC, a
Minnesota limited partnership, 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 9th day of March, 2006, Assignor entered
into an Purchase and Sale Agreement (hereinafter referred to
as the "Agreement") for that certain property located at 65
North University Blvd., Middletown, Ohio which is more
particularly described within the Agreement, (the "Property")
with Blue Bell Partner LLC, a Ohio 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 24 LLC, an undivided forty-five percent
(45.0%) interest as a tenant in common, and AEI Income &
Growth Fund 26 LLC, an undivided fifty-five percent (55.0%) 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 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


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
Title: President




FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT


THIS FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT
("Amendment") is made and entered into by and between BLUE BELL
PARTNERS, LLC, an Ohio limited liability company ("Seller") and
AEI FUND MANAGEMENT, INC., a Minnesota corporation ("Buyer").


WITNESSETH:


WHEREAS, the Seller and the Buyer entered into that certain
Purchase and Sale Agreement dated March 9, 2006 (the
"Agreement"), for the sale and purchase of real property located
at 65 North University Blvd., Middletown, OH 45042, said Property
being more particularly described in the Agreement.

WHEREAS, Seller and Buyer hereby agree to amend the
Agreement on the terms and conditions hereinafter appearing.

NOW THEREFORE, in consideration of the mutual covenants
contained herein and other good and valuable consideration, the
sufficiency and receipt of which is hereby acknowledged, the
parties hereby amend the Agreement and agree as follows:

1. Purchase Price. Section 4 of the Agreement is hereby
amended to provide that the purchase price for the Property is
$1,820,400 (the "Purchase Price").

2. Except as amended or modified by this Amendment, all
terms and conditions of the Agreement shall remain unchanged and
in full force and effect. In the event of any conflict between
the terms and conditions of the Amendment and those of the
Agreement, this Amendment shall be controlling.

3. Counterparts. This Agreement may be executed in several
counterparts, each of which shall be deemed an original, and all
of which together shall constitute one and the same instrument.


[SIGNATURES TO CONTINUE ON THE FOLLOWING PAGE]



IN WITNESS WHEREOF, Buyer and Seller have entered into this
Amendment on this 5th day of April, 2006.


"SELLER"

BLUE BELL PARTNERS, LLC



By: /s/ David A Kitzmiller
Its: Authorized Member



"BUYER"

AEI FUND MANAGEMENT, INC.


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






PURCHASE AND SALE AGREEMENT



This Purchase and Sale Agreement (the "Agreement")
entered into as of this 9th day of March, 2006, by and
between BLUE BELL PARTNERS, LLC, an Ohio limited liability
company (the "Seller") and AEI FUND MANAGEMENT, INC., a
Minnesota corporation, or its assigns (the "Buyer"). The
date on which last party hereto executes this Agreement is
hereafter referred to as the "Effective Date".

In consideration of the mutual covenants set forth herein
and other good and valuable consideration, the receipt and
sufficiency of which are herby mutually acknowledged, the
parties hereto covenant and agree as follows:

1. PROPERTY. Seller is the owner of a parcel of
real property, with all improvements thereon, known generally
as an Advance Auto Parts store located at 65 North University
Blvd., Middletown, Ohio 45042, currently leased for use as an
auto parts store, such property being more particularly
described on Exhibit "A" attached hereto (collectively, the
"Property"). The Property includes all of Seller's rights and
interests in and to all buildings and other improvements on or
within or appurtenant thereto, including easements, covenants,
and such warranties as Seller may own and that are assignable.
Seller wishes to sell and Buyer wishes to purchase the
Property on the terms and conditions set forth herein.

2. LEASE. The Property is being sold subject to an
existing Lease of the Property, dated July 22, 2004 (the
"Lease") by and between Seller, as lessor, and Advance Stores
Company, Incorporated, as lessee (the "Tenant"). Buyer shall
have the right to review and approve such Lease during the Due
Diligence Period, in Buyer's sole discretion.

3. CLOSING DATE. The closing date on the Buyer's
purchase of the Property shall be fifteen (15) business days
from the expiration of the Due Diligence Period, as defined in
Section 8 below, or 10 business days from the expiration of
the Adverse Change Review Period, if any should be occasioned
as set forth below in Section 8.03, whichever is later (the
"Closing Date"). However, the Closing Date may be extended
pursuant to the provisions of Section 6.

4. PURCHASE PRICE. The purchase price for the Property
is $1,830,400.00 (the "Purchase Price"), If all conditions
precedent to Buyer's obligations to purchase have been
satisfied, Buyer shall deposit the Purchase Price with the
Closing Agent as defined below, on or before the Closing Date.

Within three (3) business days of Effective Date of this
Agreement, Buyer will deposit $25,000.00 (the "Earnest Money")
in an interest bearing account with Chicago Title Insurance
Company, 36 E. 7th Street, Suite 2430, Cincinnati, Ohio
45202, Attn: Ruth Brunner (the "Closing Agent" or "Title
Company").

If for any reason this Agreement is terminated prior to
the expiration of the Due Diligence Period, or the Adverse
Change Review Period, if such occurs because of the
unanticipated occurrence of Adverse Change Due Diligence
Documents as defined below in Section 8.03, 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 set forth herein, 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.

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.

5. ESCROW. Escrow shall 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
the 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.

6. TITLE. Seller shall order upon the Effective Date
of this Agreement, at its sole expense, a commitment for an
ALTA Owner's Policy of Title Insurance (most recent edition)
issued by the Closing Agent (the "Title Company"), insuring
marketable title in the Property, subject only to such matters
as Buyer may approve and contain such endorsements as Buyer
may require that are available for a property in Ohio,
including extended coverage and owner's comprehensive coverage
(the "Title Commitment"). The Title Commitment shall show
Seller as the present fee owner of the Property and show Buyer
as the fee owner to be insured.

The Title Commitment shall also include:

a) an itemization of all outstanding and pending special
assessments and an itemization of taxes affecting the Property
and the tax year to which they relate;

b) shall state whether taxes are current and if not, show
the amounts unpaid;

c) the tax parcel identification numbers and whether the
tax parcel includes property other than the Property to be
purchased.

All easements, restrictions, documents and other items
affecting title shall be listed in Schedule "B" of the Title
Commitment. Copies of all instruments creating such
exceptions must be attached to the Title Commitment.

Buyer shall be allowed ten (10) business days after
receipt of the Title Commitment and copies of all underlying
documents or until the end of the Due Diligence Period,
whichever is later to be consistent with Section 8.01 hereof,
for examination and the making of any objections thereto, said
objections to be made in writing or deemed waived. If any
objections are so made, the Seller shall be allowed thirty
(30) days to cure such objections 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 cure
Buyer's objections, or is unable to obtain insurable title
within said thirty (30) day period, Buyer may terminate this
Agreement by written notice to Seller within three (3) days
after the expiration of said thirty (30) day period and this
Agreement shall be null and void and of no further force and
effect (and the Earnest Money shall be returned in full to
Buyer immediately and neither party shall have any further
duties or obligations to the other hereunder).

The Buyer shall also have five (5) business days to
review and approve any easement, lien, hypothecation or other
encumbrance placed of record affecting the Property after the
date of the Title Commitment. If necessary, the Closing Date
shall be extended by the number of days necessary for the
Buyer to have Five (5) business days to review any such items.
Such Five (5) business day review period shall commence on the
date the Buyer is provided with a legible copy of the
instrument creating such exception to title.

The Seller agrees to inform the Buyer of any item executed by
the Seller placed of record affecting the Property after the
date of the Title Commitment. If any objections are so made,
the Seller shall be allowed thirty (30) days to cure such
objections 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 cure Buyer's objections, or
is unable to obtain insurable title within said thirty (30)
day period, Buyer may terminate this Agreement by written
notice to Seller within three (3) days after the expiration of
said thirty (30) day period and this Agreement shall be null
and void and of no further force and effect (and the Earnest
Money shall be returned in full to Buyer immediately and
neither party shall have any further duties or obligations to
the other hereunder).

7. SITE INSPECTION. As a condition precedent to
Buyer's obligations hereunder, the Property shall be inspected
and approved by Buyer, in Buyer's sole discretion. Said
inspection shall be completed within the Due Diligence Period,
and Buyer shall provide Seller with its written notice of any
disapproval of the Premises prior to, the expiration of the
Due Diligence Period. If Buyer fails to provide its written
notice of disapproval prior to expiration of the due diligence
period, the condition precedent set forth in this Section 7
shall be deemed waived by Buyer.

8. DUE DILIGENCE AND DUE DILIGENCE PERIODS.

8.01 Due Diligence Documents and Due Diligence Period.
Buyer shall have thirty-five (35) days from the full execution
of this Agreement (the "Due Diligence Period") to conduct all
of its inspections, due diligence and review to satisfy itself
regarding each item, the Property and this transaction. The
following Due Diligence Documents, to the extent such
documents are in Seller's possession, are to be delivered by
Seller at Seller's expense (unless specifically designated
herein to be obtained by Buyer), to Buyer within five (5) days
of the full execution of this Agreement:

a) Copy of Seller's existing Owner's Title Policy for the
Property with copies of its underlying documents that are in
Seller's possession;

b) Copy of any survey of the Property. Buyer shall within
five (5) business days after receipt of Seller's survey to, at
its own expense, order an updated ALTA survey if Buyer shall
desire such. Buyer shall have the Due Diligence Period to
review and approve the updated ALTA survey;

c) A copy of the package submitted to Tenant upon completion
of the improvements on the Property and a copy of Tenant's
Project Acceptance Letter;

d) A complete copy of the Lease, along with and any
amendments thereto, including but not limited to lease
amendments, commencement date agreements, memorandum of lease,
assignments of lease and/or letter agreements;

e) Copy of any Phase I environmental report completed by
Seller for the Property. Buyer shall be responsible for
obtaining an updated Phase I environmental report, at its sole
expense, and shall have until the end of the Due Diligence
Period to review and approve of the same;

f) Any zoning information concerning the current zoning of
the Property;

g) Copy of the Tenant's insurance certificate for the
Property;

h) Copy of the soils report;

i) Copy of the Certificate of Occupancy from the governing
municipality;

j) Copy of the Certificate of Substantial Completion
executed by the project architect and/or general contractor
for the improvements;

k) Copies of the existing final building plans and
specifications for the improvements on the Property;

l) Copies of any and all certificates, permits, licenses and
other authorizations of any governmental body or authority
which are necessary to permit the use and occupancy of the
improvements;

m) Copy of the most recent real estate tax statement for the
Property;


n) A copy of the existing store sales of the Property for
the last six months, and if currently in Seller's possession,
the store sales numbers for the last three years, or the
number of years the store has been open if less than three
years;

o) A rent accounting for the last twelve (12) months showing
when Seller received each check from Tenant;

p) Proposed Limited Warranty Deed; and

q) Copy of the warranty for the roof.

(All of the above described documents (a) through (q) are
hereinafter collectively the "Due Diligence Documents"). The
Due Diligence Documents shall be sent under cover of
correspondence from Seller to Buyer advising Buyer of which of
the Due Diligence Documents are not being provided because
they are not in Seller's possession.

After receipt and review of the Due Diligence Documents
or after Buyer's inspection of the Property, Buyer may cancel
this Agreement for any reason, in its sole discretion, by
delivering a cancellation notice, return receipt requested, to
Seller and Closing Agent on or before the expiration of the
Due Diligence Period and the Earnest Money shall be returned
in full