ASSIGNMENT AND ASSUMPTION
OF
PURCHASE AGREEMENT
THIS ASSIGNMENT made and entered into this 7th day of
October, 2005, by and between AEI FUND MANAGEMENT, INC., a
Minnesota corporation, ("Assignor") and AEI INCOME & GROWTH FUND
25 LLC, a Delaware limited liability company ("Assignee");
WITNESSETH, that:
WHEREAS, on the 1st day of August, 2005, Assignor entered
into an Purchase Agreement (hereinafter referred to as the
"Agreement") for that certain property located at 2908 Broadway
Ave., Yankton, South 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 to Assignee all of
Assignor's rights, title and interest in, to and under the
Agreement regarding the Property 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 25 LLC,
a Delaware limited liability company
By: AEI Fund Management XXI, Inc.,
a Minnesota corporation, its Managing Member
By: /s/ ROBERT P JOHNSON
Name: Robert P Johnson
Title: President
PURCHASE AGREEMENT
This PURCHASE AGREEMENT ("Agreement") is made and entered
into as of the Effective Date, as hereinafter defined, by and
between CDK Associates LLC (the "Seller"), and AEI Fund
Management Inc., or its successors and assigns (the "Buyer").
This Agreement shall be effective as of the last party's
execution hereof ("Effective Date").
RECITALS:
A. Seller desires to sell the Property described below to
Buyer and Buyer desires to purchase the Property
described below in accordance with the terms and
conditions as hereinafter set forth.
B. Seller leases the Property to Tractor Supply Company.
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 2908 Broadway
Avenue, the City of Yankton, the county of Yankton, the state of
South Dakota; and more particularly described as follows:
Lot 1, TSC Addition of Yankton, SD
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 Two
Hundred Twenty Five Thousand Eight Hundred Dollars
($2,225,800); payable as follows:
A. Twenty Five Thousand Dollars ($25,000) in cash,
check or wire transfer ("Earnest Money") which shall be
delivered to First American Title Insurance Company,
1900 Midwest Plaza West, 801 Nicollet Mall,
Minneapolis, MN ("Title Company"), within five (5) days
after the Effective Date, and which shall be placed in
an interest bearing account and held in trust pending
the closing of the transaction contemplated by this
Agreement. The Earnest Money shall be fully applicable
to the purchase price should the transaction close and
be fully refundable to Buyer if the transaction does
not close.
B. The balance by cashier's check or wire transfer at
the time of closing.
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 (defined below)
(but not less than thirty (30) days after Buyer's
actual receipt of any information or documents
Buyer shall undertake to update as further set
forth in to this Agreement) to conduct its due
diligence of the Property ("Due Diligence
Period").
B. Buyer may extend the Due Diligence Period upon
the written mutual agreement of the parties.
C. If Buyer does not send Seller notification of
satisfaction of its due diligence contingency on
the last date of the Due Diligence Period, as
extended, then this Agreement shall expire and
have no further force and effect; and all Earnest
Money shall be returned to Buyer. In the event
Buyer does give notice of satisfaction of its due
diligence contingency, then the Closing shall
occur no later than ten (10) days after Buyer
has provided Seller with notice of satisfaction of
Buyer's due diligence contingency, 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 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.
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 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 ("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. Seller is not aware of any private covenant or
restriction that would prohibit or adversely impact the
development or operation of the Property.
G. 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.
H. 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.
I. The Improvements (including, but not limited to,
the utilities, mechanical systems, roof, foundation and
walls) 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 Date of Closing to
inform Buyer of any defect in the Improvements that
occur between the Effective Date of this Agreement and
the Closing Date.
J. 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 to the Buyer. 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 Date of Closing.
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 Date of Closing. All
warranties, representations and indemnifications contained
in this Agreement shall survive Closing.
5. ENVIRONMENTAL LAWS:
A. Seller represents and warrants 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 Buyer may terminate this Agreement. If Buyer
does not elect to terminate, then Seller shall remove or
otherwise remediate any Hazardous Materials on or under the
Property and/or rectify any other condition set forth in the
preceding section to Buyer's satisfaction within thirty (30)
days after receipt of notice from Buyer that the
contingencies have been satisfied. The Closing shall be
delayed for the period necessary for Seller to comply with
the terms of this section.
6. OBLIGATIONS OF SELLER PRIOR TO CLOSING:
Seller shall deliver to Buyer at Seller's cost and
expense the following:
A. Property Documents. On or before the fifth (5th)
Business Day after the Effective Date (the"Document
Delivery Date"), Seller shall deliver to Buyer for its
review true, correct and complete copies of all contracts,
documents, books, records and other
materials relating to the Property, to the extent
that the same are in the possession of or available
to Seller, all at Seller's sole cost and expense, including
without limitation the Lease, title policies, surveys,
as-built plans and specifications, structural and
mechanical reports, engineering tests, soil tests,
environmental reports and assessments, plans,
agreements, governmental permits and approvals,
licenses, appraisals, construction warranties, land
studies, a description of existing and proposed local
improvements affecting the Property (including, without
limitation, assessment levels), a certificate from the
appropriate governmental authorities confirming the zoning,
building and platting status of the Property, all
correspondence with Tenant and all governmental entities
regarding the Property, all property tax statements
and assessed value notices, all insurance policies all
information relating to the Property, and a completed
Property questionnaire in the form attached to Seller's
marketing materials, and a copy of the existing stores
sales for the last six months, if such are in Seller's
possession collectively, the "Property Documents"). Seller
shall provide Buyer with any and all updates to the
Property Documents and any other information regarding
the Property that may become available prior to the
Closing Date.
B. Within fifteen (15) days of the Effective Date:
(1) A commitment (including a pending and levied
special assessment search) for an ALTA Form B Owners
Policy of title insurance ("Title Commitment") from
the Title Company, which shall include copies of
all documents referenced therein and shall commit to
insure title as follows:
Insure that, at Closing, Buyer
shall have good, marketable and insurable title
of record to the Property, free and clear of all
liens, encumbrances, encroachments, leases,
claims and charges; all material easements,
rights of way, covenants, conditions and
restrictions; and any other matters affecting
title, except for the Permitted Encumbrances
and such matters as are approved by Buyer in
writing, with affirmative coverage over mechanic's
liens and with full extended coverage over
all general exceptions, deletion of
arbitration and creditor's rights provisions and
containing comprehensive, 3.1 zoning with
parking, contiguity and access endorsements;
(2) Copies of all covenants, conditions and
restrictions, and easements affecting the
Property, and any other verbal notices or documents in
Seller's possession relating to the Property; and
(3) A full legal description and an
ALTA survey of the Property, and an
environmental Phase I report of a previous
dating; Buyer shall within five business
days from receipt of the foregoing order
updates of the same at Buyer's expense;
(4) Proposed Warranty Deed, Assignment
and Assumption of Lease, and the other
closing documents to be delivered at closing
by Seller; if the parties hereto are unable
to reach agreement as to the form and content
of said documents prior to the end of the Due
Diligence Period, this Agreement shall
terminate and Buyer shall receive the
immediate return of its Earnest Money and any
interest thereon.
C. Buyer shall be allowed up to the latter of the end
of the Due Diligence Period or thirty (30) days
after receipt of the Title Commitment, updated
Phase I Environmental Report and updated ALTA
Survey [such updated Survey and Phase I
Environmental Report as ordered by Buyer at
Buyer's expense] (and five (5) business days from
receipt of any subsequent update or endorsement to
the Title Commitment occurring after the date of
the Title Commitment to be delivered by Seller
adding new or additional requirements or
exceptions thereto) to make any objections, in
Buyer's sole discretion, to the Title Commitment
or matters not previously reflected on the ALTA
Survey or Phase I Environmental Report of previous
date supplied by Seller. Objections are to be made
in writing or are to be deemed to be waived. If
any objections are made, Seller shall be allowed
thirty (30) days to correct such objections. In
the event Seller is unable to cure such objections
within this period, Buyer shall have the option to
either (1) acquire the Property subject to such
objections, lien, encumbrance or other title
defect at Buyer's discretion, with a right to
deduct from the Purchase Price amounts required to
clear any title defects; or (2) rescind this
Agreement, in which latter event the Earnest Money
herein paid, together with all interest earned
thereon, shall be immediately refunded to Buyer.
7. EXAMINATION OF PROPERTY:
It is expressly understood by Seller that, during the
term of this Agreement, Buyer intends to undertake
preliminary investigation for the development of the Property,
as follows:
A. From and after the date hereof, Buyer, and its
representatives, shall have the right to enter
upon the Property for the purpose of surveying, conducting soil
tests thereon, and making such other physical inspection thereof
as Buyer deems necessary or appropriate;
provided, however, that in the course of such
activities, Buyer shall make no visible improvements to or
changes in the property prior to the Date of
Closing, and shall repair any damage or
disturbance caused by Buyer's activities. Any inspection of
Buyer pursuant to this section shall not be
construed so as to waive or limit any of Buyer's
rights or remedies hereunder.
B. Buyer hereby agrees to hold Seller harmless from
liabilities that may arise out of Buyer's
presence on the Property prior to the Date of Closing.
8. TAXES AND PRORATIONS:
A. On or before the Date of Closing, Seller shall pay
all real estate taxes and installments of
special assessments payable in all years prior to the year of
Closing.
B. All real estate taxes for the year of Closing
shall be prorated as of the Date of Closing.
C. Seller shall pay all special assessments if levied
or pending as of the Closing Date
including all installments of special assessments for the year of
Closing or subsequent years. For purposes of this Agreement, a
"pending" special assessment means any work
or project which, as of the Date of Closing,
has been directed or authorized by any governmental authority,
the cost of which will be, but has not yet been
certified to and included in the real property
taxes payable with respect to the Property. "Special
assessments" does not include the general tax levy of Special
Improvement Districts which shall be treated as
real estate taxes.
D. Seller shall pay all recording fees except that
Buyer shall pay any recording fees necessary
for its financing of the purchase of the Property.
E. Any escrow closing fee shall be paid equally by
Buyer and Seller. Seller shall pay the premium
for the Title Policy in favor of Buyer in the
amount of the Purchase Price issued at or after
the Closing by the Title Company. Each party
shall pay its attorneys' fees.
9. OBLIGATIONS OF SELLER AT CLOSING:
At Closing and subject to the full performance by Buyer
under this Agreement, Seller shall do the following:
A. Deliver to Buyer the Warranty Deed in the form
agreed upon by the parties during the Due
Diligence Period, duly executed and acknowledged
by Seller, in recordable form, conveying to Buyer
good and marketable title to the Property free and
clear of all liens, encumbrances, covenants,
conditions, restrictions, rights-of-way,
easements, claims of tenants (other than the
Tenant), occupants and promissory rights and any
other matters affecting title except the Permitted
Encumbrances.
B. An Assignment and Assumption of Lease, in
recordable form, as agreed upon by the parties
during the Due Diligence Period.
C. A Bill of Sale in the form agreed upon by the
parties during the Due Diligence Period conveying
Seller's personal property and intangible property
(including but not limited to warranties and
guaranties) related to the Property, executed by
Seller;
D. Deliver proof of Seller's authority and
authorization to enter into this Agreement and
the transactions contemplated hereby, and such proof of
the power and authority of the individual(s) executing or
delivering any instruments, documents or
certificates on behalf of Seller to act for and
bind Seller as may be reasonably required by Title Company,
Buyer, or both;
E. Deliver to Buyer its affidavit, duly executed and
acknowledged by Seller, in customary form,
relative to judgments, federal tax liens, mechanic's liens and
outstanding interests in the Property.
F. Deliver to Buyer a certificate, in form and
substance satisfactory to the parties hereto
and their counsel, properly executed by Seller containing such
information as shall be required by the Internal Revenue Code,
and the regulations issued thereunder, in order
to establish that Seller is not a "foreign
person" (as defined in Section 1445(f)(3) of such Code and such
regulations).
G. Deliver to the title insurer any and all
documentation required by the terms of this
Agreement so that the title insurer may issue the title policy
described in this Agreement.
H. Deliver possession of the Property free and clear
from all liens and encumbrances and claims
of tenants or other occupants or possessory rights
of the Property except for the Tenant.
I. Deliver to Buyer an affidavit reaffirming the
representations and warranties in this
Agreement.
J. Deliver any other documents contemplated by the
terms of this Agreement, including copies of all
warranties, and assignments thereof to Buyer
and/or Lessee, issued to or required to be
provided to Lessee as designated in the Lease.
..
10. OBLIGATIONS OF BUYER AT CLOSING:
Subject to the full, complete and timely performance by
Seller of its obligations hereof, Buyer shall do
the following:
A. Deliver to Seller the balance of the purchase
price in the manner set forth herein and
authorize the payment of the earnest money to Seller.
B. Pay, or make satisfactory arrangements to pay, any sum
required to be paid by Buyer pursuant to any part of this
Agreement.
C. Execute and deliver the Assignment and Assumption of Lease.
11. REMEDIES:
A. If Buyer defaults on its obligations hereunder and
such default continues for a period of ten (10)
days after written notice, then the retention of the earnest
money shall be Seller's exclusive remedy hereunder and said
monies shall be deemed liquidated damages. The
parties hereto agree that such liquidated
damages are not a penalty, but represent actual damages Seller
will sustain upon any default by Buyer, which
damages will be substantial but are extremely
difficult to ascertain.
B. In the event Seller shall fail to consummate the
sale of the Property for any reason except the
default of Buyer, and such failure continues for a period of
ten (10) days after written notice, Buyer may enforce specific
performance of this Agreement within six (6)
months from the time such cause of action arose
and may bring suit for damages against Seller, which damages
shall include, but not be limited to, all
losses, liabilities, costs, and expenses
(including reasonable attorney's fees) incurred by Buyer.
12. NOTICES:
All notices, demands and requests which may be given or
which are required to be given by either
party to the other shall be in writing, shall be personally
delivered sent by United States mail, express mail
or certified with return receipt requested, or by
facsimile at the numbers below as follows:
If to Seller: CDK Associates LLC
Attn: Les Kinstad
Address: 115 South Main Ave
Souix Falls SD 57104
Phone: 605-321-6300
If to Buyer: AEI Fund Management, Inc.
Attn: George Rerat
Address: 1300 Wells Fargo Place
Saint Paul, Minnesota 55101
Phone: 651 227-7333
With a copy to:
Michael B. Daugherty
Daugherty Law Firm
Suite 1300
30 East Seventh Street
Saint Paul, Minnesota 55101
Phone: 612 720-0777
All notices shall be deemed delivered either upon: (1) receipt in
case of personal service, or (2) mailing in case of U.S. mail or
certified mail, (3) deposit in the case of express mail or (4) by
facsimile upon transmission.
13. ASSIGNMENT:
The rights and obligations of Buyer hereunder may be
freely assigned by Buyer and Buyer shall provide Seller with
notice of the assignment. Seller shall notify Buyer of any
assignment of its interest herein, and such assignment shall
not relieve Seller of its obligations to perform hereunder.
14. TAX PLANNING:
Buyer or Seller may assign its interest herein to a
third party for purposes of effectuating a like-kind
exchange of real estate pursuant to Section 1031 of the
Internal Revenue Code. Seller and Buyer agree to cooperate
and execute documents as may be necessary for this purpose.
15. RISK OF LOSS:
Seller shall bear the risk of loss or damage to the
Property from all causes, other than the activities of
Buyer, until Closing. If, prior to Closing, all or any
material part of the Property is damaged by a fire or other
casualty, or condemnation proceedings are commenced or
written notice of such proceedings given, Seller shall
promptly give Buyer written notice of such damage or
condemnation notice. Upon delivery of such notice of damage
or condemnation (from Seller or otherwise), Buyer shall have
the right to terminate this Agreement by delivering written
notice to Seller within ten business days. If Buyer does
not elect to terminate this Agreement within such period,
Seller shall convey the Property to Buyer on the Closing
date in its damaged condition, and will assign to Buyer all
of Seller's right, title and interest in and to any claims
Seller may have under insurance policies covering the
Property or under any condemnation awards.
16. MISCELLANEOUS:
A. This Agreement shall inure to the benefit of, and
be binding upon, the administrators,
successors and assigns of the parties hereto.
B. This Agreement shall not be construed more
strictly against one party than against the other,
merely by virtue of the fact that it may have been
drafted or prepared by counsel for one of the
parties, it being recognized that both Buyer and
Seller have contributed substantially and
materially to the preparation of this Agreement.
C. The parties agree to execute mutually and deliver
to each other, at closing, such other and further
documents as may be reasonable required by counsel for
the parties or title insurer, to carry into effect the
purposes and intents of his Agreement.
D. This offer to purchase expires at 5:00 p.m. CT on
the fifth (5th) business day after execution by
Buyer unless this Agreement is fully executed by
Seller.
E. This is a final agreement between the parties and
supersedes all previous understandings and
agreements, oral or written, relative to the subject
matter of this Agreement. Any amendments or
alterations to this Agreement shall be made in writing
and appended hereto.
F. This Agreement may be executed by facsimile or in
multiple counterparts, each of which shall be
deemed to be an original, but all of which, together,
shall constitute one and the same instrument.
G. This agreement shall be deemed to have been made
in South Dakota and shall be construed in
accordance with the laws of the State of South Dakota.
H. Unless otherwise expressly stated, all time
periods referred to herein shall be deemed to mean
calendar days. In the event any date for performance
by either party of any obligation hereunder required to
be performed by such party falls on a Saturday, Sunday
or holiday recognized by the federal government or the
State of South Dakota, the time for performance of such
matter shall be deemed extended until the next business
day immediately following such date.
17. REAL ESTATE BROKERS:
In this transaction, Duemelands Commercial LLLP, is the
only real estate broker. Each party shall hold the
other harmless from any claims by any other broker for
compensation in connection with this transaction.
Seller shall pay a commission fee equal to 2% of total
sale price, plus any required state sales tax, to the
procuring broker, Duemelands Commercial LLLP.
[Remainder of Page Intentionally Left Blank - Signature Page
Follows]
The parties have caused these presents to be executed as of
the day and year written below.
SELLER: CDK Associates LLC
By: /s/ Lester Kinstad
Name: Lester A Kinstad
Its: Managing Member
Dated: August 1, 2005
BUYER: AEI FUND MANAGEMENT, INC.
By: /s/ Robert P Johnson
Robert P. Johnson, President
Dated: July 28, 2005