ASSIGNMENT OF CONTRACT FOR SALE AND PURCHASE

                         ASSIGNMENT
                             OF
               CONTRACT FOR SALE AND PURCHASE

      THIS ASSIGNMENT made and entered into this 17th day of
August  2001,  by and between AEI FUND MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI Income &  Growth
Fund  23  LLC  a  Minnesota  limited  liability  corporation
("Assignee");

     WITNESSETH, that:

      WHEREAS,  on  the  19th day of  July,  2001,  Assignor
entered   into  a  Contract  For  Sale  and  Purchase   (the
"Agreement") for that certain property located at 0000 000xx
Xxxxxx  XX,  Xxxx  Xxxxxx,  XX  (the  "Property")  with  CNL
Restaurant Investors Properties, Inc., as Seller; and

      WHEREAS, Assignor desires to assign an undivided sixty
percent (60.0%) of its rights, title and interest in, to and
under the Commitment to Assignee 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 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  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.

AEI FUND MANAGEMENT, INC.  ("Assignor")

By: /s/ Xxxxxx X Xxxxxxx
        Xxxxxx X. Xxxxxxx, its President

AEI INCOME & GROWTH FUND 23 LLC  ("Assignee")
BY: AEI Fund Management XXI, Inc.


By: /s/ Xxxxxx X Xxxxxxx
        Xxxxxx X. Xxxxxxx, its President