FIRST AMENDMENT TO PURCHASE AGREEMENT

                              
                       FIRST AMENDMENT
                              
                             TO
                              
                     PURCHASE AGREEMENT


      THIS AMENDMENT made and entered into this 27th day  of
April, 1999, (effective April 26, 1999), by and between  AEI
FUND MANAGEMENT, INC., a Minnesota corporation, ("AEI")  and
NOM  Muscle  Shoals,  Ltd., an Alabama limited  partnership,
("Seller");

     WITNESSETH, that:

      WHEREAS,  on  the 19th day of April 1999  the  parties
hereto executed a Purchase Agreement ("Agreement"), and

      WHEREAS,  AEI and Seller 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.Article 4 of the Agreement is amended to provide  for
       a   purchase  price  of  one  million  three  hundred
       fifteen    thousand   three   hundred   ten   dollars
       ($1,315,310.00).
     
     2.The  following  sentence  is  added  to  the  end  of
       Article  9:   "Seller shall pay to Buyer  at  closing
       the  amount  of  thirty-eight thousand three  hundred
       ten  dollars  as  reimbursement of  Buyer's  overhead
       expenses."
     
     3.Article  17  is  amended by deleting Seller's  former
       address  and telephone number and by adding  Seller's
       current  address  and  telephone  number,  which   is
       Xxxxxx  Xxxxxxx  XxXxxxxx; 0000 Xxxxx  Xxxxx  Xxxxxxx
       Xxxxx,   Xxxxx  000;  Xxxxxxxxx,  Xxxxxxxxx    00000;
       Attention: Xxxx XxXxxxxx; Phone: 000-000-0000

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



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     IN WITNESS WHEREOF, Seller and Buyer have executed this
amendment to the Agreement effective as of the day and  year
above first written.


SELLER:                                   WITNESS:

     NOM Muscle Shoals, Ltd.              By: /s/ XX Xxxx III
     By: Corporate General, Inc.,
         its sole general partner         Print: XX Xxxx III

     By: /s/ Xxxxxxx X Xxxxxxx
             Xxxxxxx X. Xxxxxxx
     Its: Vice President




BUYER:                                     WITNESS:

     AEI FUND MANAGEMENT, INC.             By: /s/ Xxxxxx X Xxxxxxx

     By: /s/ Xxxxxx X Xxxxxxx              Print: Xxxxxx X Xxxxxxx
             Xxxxxx X. Xxxxxxx
     Its:  President