FIRST AMENDMENT

                       FIRST AMENDMENT

                             TO

     SALE AND PURCHASE AGREEMENT AND ESCROW INSTRUCTIONS


      THIS AMENDMENT made and entered into this 8th day   of
July,  1999,  by  and between AEI Fund Management,  Inc.,  a
Minnesota corporation, ("Purchaser") and Xxxxx Xxxxxxxxx Pie
Shops, Inc., ("Seller");

     WITNESSETH, that:

      WHEREAS,  on  the  2nd day of June, 1999  the  parties
hereto  executed  a Sale and Purchase Agreement  and  Escrow
Instructions  (Agreement  ") for  those  certain  properties
located as follows:

1.   Xxxxxxx #000             Xxxxxx Xxxx, Xxxxxxx, XX

2.    Henderson #000           Xxxx Xxxxxxx Xxxx, Xxxxxxxxx, XX

3.    Amarillo #261            0000 Xxxxxx Xxxxxx, Xxxxxxxx, XX

(collectively "the Properties"); and

      WHEREAS, AEI and Borrower have agreed to amend certain
terms  and  conditions  of  said  Agreement  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.    The  ten (10) business days referred to in  the  first
line  of   Paragraph 5.4 beginning is deleted  and  replaced
with twenty (20) business days.

2.    The thirty (30) business days referred to in the third
line  of  Paragraph 5.1 is deleted and replaced with  forty-
five (45) business days.


      EXCEPT AS SPECIFICALLY SET FORTH ABOVE all other terms
and   conditions  of  said  Lease  Documents  shall   remain
unchanged and in full force and effect.


                         AEI FUND MANAGEMENT, INC.


                         By:/s/ Xxxx X Xxxxxx
                                Xxxx X. Xxxxxx
                                Its: Chief Financial Officer




                         XXXXX XXXXXXXXX PIE SHOPS, INC.

                         By: /s/ Xxxxxxx Xxxxxxxx

                              Its: Chief Financial Officer