AEI INCOME & GROWTH FUND XXI LTD PARTNERSHIP
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>6
<FILENAME>kbrlyasg.txt
<TEXT>
                         ASSIGNMENT
                             OF
                 PURCHASE AND SALE AGREEMENT
                             AND
                     ESCROW INSTRUCTIONS

      THIS ASSIGNMENT made and entered into this 24th day of
May  2002,  by  and  between AEI FUND  MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI Income &  Growth
Fund   XXI   Limited   Partnership,  a   Minnesota   limited
partnership ("Assignee");

     WITNESSETH, that:

      WHEREAS,  on  the  16th day of April,  2002,  Assignor
entered  into  a  Purchase  and Sale  Agreement  and  Escrow
Instructions  ("the  Agreement") for that  certain  property
located  at 749 Truman Street, Kimberly, WI (the "Property")
with  ARAMARK  Educational Resources, Inc. d/b/a  Children's
World Learning Centers, Inc., as Seller/Lessee; and

      WHEREAS,  Assignor desires to assign an undivided  one
hundred  percent (100.0%) of its rights, title and  interest
in, to and under the Agreement to Assignee, with respect  to
this property only, 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  with respect to this property
     only;

     2.    Assignee  agrees  to reimburse  to  Assignor  any
     earnest money deposit paid by Assignor;

     3.    Assignee  hereby  assumes all  rights,  promises,
     covenants,   conditions  and  obligations   under   the
     Agreement,  with respect to this property only,  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/ Robert P Johnson
        Robert P. Johnson, its President


AEI INCOME & GROWTH FUND XXI
LIMITED PARTNERSHIP ("Assignee")
BY: AEI FUND MANAGEMENT XXI, INC.


By: /s/ Robert P Johnson
        Robert P. Johnson, its President




                 PURCHASE AND SALE AGREEMENT
                             AND
                     ESCROW INSTRUCTIONS


DATE OF AGREEMENT:       April 16, 2002


SELLER:                  ARAMARK Educational Resources, Inc.
                         d/b/a  Children's  World  Learning
Centers, Inc.
                         a Delaware corporation

                              Address:  573 Park Point Drive
                                        Golden, CO  80401
                                        Attn.: John  Rosen, Exec. VP

                              Telephone:     (303) 526-3400
                              Facsimile:     (303) 526-3394

PURCHASER:               AEI Fund Management, Inc.

                         CWLC  #0882 5220 Chairman's  Court,
                         Fredrick, MD  21701

                         CWLC  #0549 24259 Homestead,  Novi,
                         MI  48374

                         CWLC  #0075 1485 Bunker Lake  Blvd.
                         NW, Andover, MN  55304

                         CWLC  #0412 200 Allen Bradley  Dr.,
                         Mayfield Heights, OH  44124

                         CWLC  #0833  2572  Glenwood  Drive,
                         Twinsburg, OH  44087

                         CWLC  #0092 497 Big Bend,  Ballwin,
                         MO  63011

                         CWLC   #0394  749  Truman   Street,
                         Kimberly, WI  54136

                         CWLC   #0291  10003  West   Lincoln
                         Highway, Frankfort, IL

                         CWLC   #0810  9460  W.  179th  St.,
                         Tinley Park, IL  60477

                         CWLC  #0372  7010 Intech Boulevard,
                         Indianapolis, IN 46278

                         ALTERNATIVE PROPERTIES:

                         CWLC   #0138  600  Creek   Parkway,
                         Boothwyn, PA  19061

                         CWLC   #511   2120   Mann   Avenue,
                         Mansfield, TX  76063

                         Address:  1300 MN World  Trade Center
                                   30 East Seventh Street
                                   St. Paul, MN  55101
                                   Attn:  Robert   P.
                                   Johnson, President
                                   Telephone:     (651) 227-7333
                                   Facsimile:     (651) 227-7705

ESCROW   AGENT:                    Lawyers Title Insurance Corporation
                                   Address: 3636 North Central Avenue
                                            Suite 350
                                            Phoenix, AZ 85012
                                            Attn.:  David Nowlin
                                   Telephone:     (602) 287-3500
                                   Facsimile:     (602) 263-0433

PROPERTIES:              Those real properties, individually
                         or  collectively, listed above  and
                         described on Exhibit "A",  together
                         with   all   improvements  thereon,
                         except     playground    equipment,
                         whether  or not attached,  and  all
                         the    rights,    easements,    and
                         appurtenances  pertaining  thereto,
                         including, without limitation,  any
                         right,   title,  and  interest   of
                         Seller  in and to adjacent streets,
                         alleys, or right of way.

PRICES:                  The purchase price of each property
                         shall  be  as described on  Exhibit
                         "A" hereto.

ESCROW OPENING DATE:     April 18, 2002
                         (To Be Inserted By Escrow Agent)

                          RECITALS

A.   Seller  is the owner of the Properties, each  of  which
     consists of improved real property.

B.   Seller desires to sell the Properties to Purchaser, and
     Purchaser  desires  to  purchase  the  Properties  from
     Seller, upon the terms and conditions set forth herein.

C.   It is  the  intent of the parties that, contemporaneous
     with   the  Closing  as  defined  on  Page  4  of  this
     Agreement, Seller shall lease the Properties  from  the
     Purchaser  pursuant to the terms and conditions  stated
     in  the form net lease attached hereto as Exhibit  "B".
     A  separate  lease  will be signed  for  each  Property
     purchased, subject only to those modifications  of  the
     attached form lease, which are necessary for the  lease
     to  be  legally  binding  in the  state  in  which  the
     property is located.

                              AGREEMENT

      NOW,  THEREFORE, for good and valuable  consideration,
the   receipt   and   sufficiency  of   which   are   hereby
acknowledged, the parties agree as follows:

1.   PURCHASE AND SALE; PURCHASE PRICE; TERMS OF PAYMENT.

      1.1   PURCHASE AND SALE.  Seller agrees  to  sell  and
Purchaser  agrees  to  purchase  the  Properties  (including
improvements  thereon, except playground equipment,  whether
or  not attached to the Property, and excluding any personal
property  or  trade fixtures and trade dress of  Seller)  on
the  terms  and  conditions set forth in this Agreement  and
further  agree  that Purchaser may purchase  all,  none,  or
some,  of  the Properties; however, Purchaser shall purchase
Properties  whose  aggregate base  price,  as  specified  in
Exhibit  "A"  hereto (the "Base Price") shall  be  at  least
fourteen   million   five  hundred  thousand   ($14,500,000)
dollars,  or  at Seller's sole election to be  exercised  in
accordance  with Section 8 hereof, this Agreement  shall  be
terminated  and  no  closing shall occur for  any  Property.
Purchaser shall have the right to terminate that portion  of
this  Agreement  with respect to any rejected  Property,  as
provided  herein, and in its place substitute an Alternative
Property as identified in Exhibit "A".

      1.2   PURCHASE  PRICE.     The purchase  price,  which
Purchaser  agrees  to  pay for each Property,  after  giving
effect  to  the  terms of this Agreement,  is  described  on
Exhibit "A" hereto (the "Purchase Price(s)"):

      1.3   TERMS OF PAYMENT.   The Purchase Price shall  be
payable as follows:

           1.3.1     EARNEST MONEY DEPOSIT.   Upon execution
of  this  document by both parties and receipt of a  Seller-
signed  copy by Purchaser, $20,000 in immediately  available
funds  shall  be  deposited by Purchaser with  Escrow  Agent
(identified  in Section 2) as an earnest money  deposit  for
each  Property  ("Property  Earnest  Money  Deposit").   The
aggregate  of  the Property Earnest Money Deposits  paid  by
Purchaser   for  all  Properties  ($220,000.00)   shall   be
referred  to  hereinafter  as the "Aggregate  Earnest  Money
Deposit."   Upon  receipt  of the  Aggregate  Earnest  Money
Deposit, Escrow Agent shall insert the date of such  receipt
on  Page 1 of this Agreement (the "Escrow Opening Date') and
shall  immediately deposit it in a federally insured account
and   open   an   escrow   account  for   the   transactions
contemplated hereby.  Any interest earned on escrowed  funds
shall  remain  the property of, and be paid  to,  Purchaser.
No   additional  funds  will  be  escrowed  for  substituted
Alternative Properties.

           1.3.2     CLOSING PAYMENT.    An amount equal  to
the  difference between the Purchase Price for  each  closed
Property  (adjusted  for payment of prorations  and  Closing
Costs  (hereinafter defined) and the Property Earnest  Money
Deposit  for each closed Property shall be paid by Purchaser
for  each closed Property in immediately available funds  at
the   Closing   for  each  closed  Property  (the   "Closing
Payment").

           1.3.3     RENTAL RATE.   The initial annual  rent
for  each  Property  will be equal to  nine  and  forty-five
hundredths  (9.45%) percent of the Purchase Price  for  such
Property,  as  defined  in Exhibit "A".   Beginning  in  the
sixth  lease  year, and every fifth lease  year  thereafter,
inclusive of renewal periods, the annual rent will  increase
by  an  amount  equal  to the lesser  of  the  prior  year's
scheduled  rent  multiplied by 10.0%, or  the  prior  year's
scheduled  rent  increased by 200% of the cumulative  change
in  the  consumer  price index over the  previous  five  (5)
lease years.

           1.3.4     LEASE TERM.    Each lease term will  be
fifteen  (15)  years  with three (3)  five-year  options  to
renew.

2.    CLOSING.  The closing of this transaction as  to  each
Property  closed ("Closing") shall occur, at the offices  of
Lawyers  Title  Insurance  Company ("Title  Company"),  3636
North  Central  Avenue  Suite 350, Phoenix,  Arizona  85012,
attention  David  Nowlin  ("Escrow Agent"),  unless  another
location  is  mutually agreed to by the parties,  not  later
than  June  14, 2002 ("Closing Date").  In the event  Seller
is  unable to consummate the sale of the Properties  by  the
Closing   Date  due  to  nonperformance  by  Sumitomo   (the
"Bank"), Seller may delay the Closing date for up to  thirty
(30)  days  upon written notice to Purchaser.  In the  event
the  Closing Date is delayed beyond thirty (30) days further
extension  of the Closing Date shall be at the  election  of
Purchaser upon written request of Seller.  Either party  may
participate in the Closing by mail.  The Purchaser  may,  at
its  election, purchase one Property prior to June 14, 2002;
however,  not  earlier  than May 1, 2002.   Purchaser  shall
notify  Seller  in writing of its election to exercise  this
option no later than April 18, 2002.

3.    DEED.           At  the Closing, Seller  shall  convey
title to the Properties to Purchaser by that form of Special
Warranty  Deed  customarily used in  the  County  where  the
Properties  are  located ("Deed"),  subject  only  to  those
specific matters approved or deemed approved by Purchaser as
herein  provided  in  connection with  the  title  insurance
policy to be issued by the Title Company.



4.   TITLE AND TITLE INSURANCE.

      4.1   TITLE REPORT.  Within twenty (20) days from  the
Escrow  Opening  Date,  the Title Company  shall  deliver  a
current  Commitment  for Title Insurance  or  a  Preliminary
Title  Report ("Title Report") on the Properties from  Title
Company  to  both Purchaser and Seller.  Such  Title  Report
shall  show the status of title to the Properties as of  the
effective  date of the Title Report and shall be accompanied
by legible copies of all title exceptions documents referred
to  in  the Title Report.  The Title Report shall be updated
within five (5) days prior to Closing.

      4.2   TITLE  REVIEW PERIOD.     With respect  to  each
Property separately, Purchaser shall have a period  of  time
beginning  the latter of (i) the execution of this Agreement
or  (ii)  upon Purchaser's receipt of the Title  Report  for
such  Property  and  copies  of all  documents  referred  to
therein  and  ending  at 5:00 p.m., Central  Standard  Time,
fifteen  (15)  business days thereafter (the  "Title  Review
Period"),  to review the Title Report for such Property  and
to  give  Seller  and  Escrow  Agent  notice  of  any  title
exceptions  relating to such Property which are unacceptable
to  Purchaser.  Purchaser shall be deemed to have waived its
right  to  object  to any exception included  in  the  Title
Report   if  Purchaser  fails  to  notify  Seller  of   such
objections  prior  to  the expiration of  the  Title  Review
Period  for  such  Property.  If Purchaser gives  notice  of
dissatisfaction as to any exception to title as shown in the
Title  Report  for  any Property, or any amendment  thereto,
Seller  may,  but  shall  not be obligated  to,  attempt  to
eliminate  the disapproved exception from the  Title  Report
for  such  Property or any amendment thereto  prior  to  the
Closing  Date  for  such  Property.   If  Seller  elects  to
eliminate  the disapproved exception and does not  eliminate
it  by a date which is at least ten (10) business days prior
to  the Closing Date for such Property, Purchaser's sole and
exclusive  remedies  shall  be to  either  (i)  cancel  this
Agreement,  with  respect to such Property only,  by  giving
Seller  and  Escrow Agent written notice of cancellation  at
least  five (5) business days prior to the Closing Date  for
such Property, (ii) close such transaction, with respect  to
such  Property only, subject to such previously  disapproved
exception, or (iii) cancel this Agreement in full, as to all
Properties.   Notwithstanding  the  foregoing,   if   Seller
notifies  Purchaser  in  writing  of  its  election  not  to
eliminate a disapproved exception to title, Purchaser  shall
have  until  the  earlier of the Closing Date  or  five  (5)
business  days  after receiving Seller's written  notice  of
such  election  to  either (i) cancel  this  transaction  or
proceed  to Closing, with respect to such Property only,  or
(ii)  cancel  this Agreement in full, as to all  Properties.
Purchaser's  failure  to  make a timely  election  shall  be
deemed  its election to close this transaction with  respect
to   such  Property  only,  taking  title  subject  to   any
previously disapproved title exception.  With respect to any
amendments  or  updates  to  the Title  Report  or  previous
amendments  or  updates  thereto, the  same  provisions  and
procedures  described  above shall  apply  with  respect  to
Purchaser's review and approval of, and Seller's  option  to
eliminate,  disapproved exceptions first appearing  in  such
updated Title Report, except that Purchaser shall have  five
(5)  business  days after its receipt of  the  amendment  or
update to the Title Report containing such exception to give
its  notice  of dissatisfaction of any new title  exception.
If  Purchaser fails to object to any matter first  appearing
in  any updated or amended Title Report within such five (5)
business  day  period, purchaser shall  be  deemed  to  have
waived its right to object to such matter.

      4.3   APPROVAL  OR  DISAPPROVAL OF  STATUS  OF  TITLE.
Purchaser's  failure to approve or disapprove any  exception
during  the  Title  Review Period as to a specific  Property
shall  be  deemed an approval of title to such  Property  as
described in the Title Report for such Property and a waiver
of  Purchaser's right to cancel this Agreement  as  to  such
Property  according to this Section.  Upon any  cancellation
of  this  Agreement in full in accordance with this Section,
Escrow  Agent shall, without further instruction from either
party,  return  the  Aggregate  Earnest  Money  Deposit   to
Purchaser  and this Agreement and the escrow shall terminate
as  to  all  Properties.   Upon  any  cancellation  of  this
Agreement  in  part in accordance with this Section,  Escrow
Agent shall return to Purchaser, along with a pro-rata share
of  any interest earned thereon, the Property Earnest  Money
Deposit  for the Property canceled; provided, however,  that
if  Seller  elects  to  cancel this  Agreement  pursuant  to
Section  8  hereof, Escrow Agent shall return the  Aggregate
Earnest Money Deposit to Purchaser.

       4.4   OWNER'S  TITLE  POLICY.     Provided  Purchaser
approves, or is deemed to have approved, the status of title
to  a  Property  during  the Title Review  Period  for  such
Property,  Seller  shall  cause  Title  Company  to  provide
Purchaser with a standard coverage owner's policy  of  title
insurance (the "Owner's Title Policy") for such Property  at
the Closing or as soon thereafter as is reasonably possible.
The  Owner's  Title  Policy shall be  issued  by  the  Title
Insurer  in  the  full  amount of  the  Purchase  Price,  be
effective as of the Closing Date, and shall insure Purchaser
that  fee simple title to the Property described therein  is
vested  in Purchaser, subject only (i) to the exceptions  to
title  approved or deemed approved by Purchaser as  provided
for  in  Sections  4.2 and 4.3 of this  Agreement  (ii)  any
exceptions  regarding survey matters; and  (iii)  any  other
matter  approved in writing by Purchaser or  resulting  from
the  acts  of  Purchaser or Purchaser's  agents.   Purchaser
shall  pay  in  the cost of any endorsement to  the  Owner's
Title Policy.

5.   FEASIBILITY CONDITION.

     5.1  PROPERTIES REVIEW PERIOD.     Purchaser shall have
the right to enter upon the Properties, (only if accompanied
by  Seller's  representative or agent) for  the  purpose  of
conducting site inspections and for further examination  and
investigation  of  the  Properties for  up  to  thirty  (30)
business  days  after the execution date of  this  Agreement
(the  "Properties  Review  Period").   If  any  Property  is
rejected  on the basis of such site inspection or any  other
investigation  made  by Purchaser, the  termination  of  the
Purchase  Agreement as it relates to such Property  must  be
made  in  writing to Seller prior to the expiration  of  the
Properties  Review Period.  Purchaser's right  of  rejection
for  purposes of site inspection only are hereby waived  for
Ballwin,    MO    and   Kimberly,   WI.    Purchaser,    its
representatives and agents shall have the right  during  the
Properties  Review  Period, to conduct  all  non-destructive
testing and examinations it deems necessary to determine the
desirability of purchasing the Properties.  Purchaser  shall
have the right during the Properties Review Period to cancel
this  Agreement  in  whole  or  in  part  if  Purchaser   is
dissatisfied, in its sole and absolute discretion, with  the
results  of  its  examination  of  the  Properties  or   any
documentation related thereto, or for any other reason.   If
this  Agreement is canceled in accordance with this  Section
with  respect to one or more of the Properties, but not  all
of  them,  then,  upon written notice by  Purchaser  to  the
Escrow  Agent,  the Property Earnest Money Deposit  for  the
canceled  Property  or Properties, along with  any  interest
earned or accrued thereon, shall be immediately paid by  the
Escrow  Agent  to the Purchaser and this Agreement  and  the
Escrow Account shall remain in effect for the balance of any
remaining,  non-canceled, Properties,  subject  to  Seller's
right   to  elect  to  cancel  this  Agreement  as  to   all
Properties, as provided in Section 8, below.  In  the  event
Purchaser  shall elect to substitute one of the  Alternative
Properties for purchase, the Properties Review Period  shall
be  extended  as  necessary for Purchaser's  inspection  and
examination  of that Alternative Property only,  subject  to
the Closing Date specified herein.

     5.2  WHEN EARNEST MONEY BECOMES NON-REFUNDABLE.   On or
before  expiration of the Properties Review  Period,  or  as
applicable prior to the expiration of the Properties  Review
Period  as  extended for review of any Alternative Property,
Purchaser  shall  give written notice to Seller  and  Escrow
Agent  of  its election to either cancel this Agreement,  in
whole  or  in  part, or to proceed to close the  transaction
upon  the terms and conditions herein.  If Purchaser  elects
to  cancel  this Agreement in part in accordance  with  this
Section,  Escrow  Agent shall, without  further  instruction
from either party, return the Property Earnest Money Deposit
to  Purchaser for the Property or Properties for which  this
Agreement  shall  be  cancelled  and  the  escrow  for  such
Property or Properties shall terminate, subject, however, to
the  right of Seller to terminate this Agreement as  to  all
Properties  pursuant  to  Section 8  hereof.   If  Purchaser
elects  to cancel this Agreement in full in accordance  with
this  Section,  the  Escrow  Agent  shall,  without  further
instruction from either party, return the Aggregate  Earnest
Money  Deposit and all interest earned thereon to Purchaser.
If  Purchaser elects or is deemed to have elected to proceed
to  close  this  transaction, the  Aggregate  Earnest  Money
Deposit  shall become nonrefundable to Purchaser, except  if
Seller fails to perform when due any act required of  it  by
this  Agreement.  Purchaser's failure to give written notice
of  its  election to either cancel or proceed to close  this
transaction  shall  be deemed a waiver of  its  election  to
cancel this Agreement under this Section.

       5.3    INDEMNIFICATION.     All   entries   on,   and
inspections or studies of, the Properties shall  be  at  the
expense of Purchaser and Purchaser shall indemnify and  hold
Seller  harmless from and against any and all liens, claims,
demands,   injuries,   damages,  losses,   costs,   expenses
(including  all  reasonable  attorney  fees),  or  liability
incurred  by or asserted against the Seller or  any  of  the
Properties  as a result of any of those entries, inspections
or  studies, which Purchaser's indemnification shall survive
the Closing or any termination of this Agreement.

     5.4. SITE INSPECTION FEES.    Seller shall be obligated
to  pay a site inspection fee to Purchaser in the amount  of
two  thousand five hundred dollars ($2,500) for the two Ohio
sites,  two thousand five hundred dollars ($2,500)  for  the
Maryland  site, two thousand five hundred ($2,500)  for  the
two  Illinois sites, two thousand five hundred ($2,500)  for
the  Michigan  site, and two thousand five hundred  ($2,500)
for  the  Indianapolis  site for a  grand  total  of  twelve
thousand five hundred dollars ($12,500).  No inspection  fee
will  be  due  or  paid  for Andover, MN,  Ballwin,  MO  and
Kimberly,  WI.   In the event Purchaser shall substitute  an
Alternative  Parcel,  no inspection  fee  shall  be  due  to
Purchaser,  unless such substitution was due to  an  uncured
defect  of  title  for  a  Property.   Notwithstanding   the
foregoing, at the request of Seller, the Purchase  Price  of
all   the  Properties  closed  may  be  increased   by   the
proportionate  share  of  the  total  amount  of  the   site
inspection  fees  paid, and the annual base  rent  for  each
Property  closed may be increased appropriately.  No  refund
will be given to Seller for the inspection fee paid for  any
Property  not  purchased  by Purchaser.   If  Purchaser  has
inspected one or more of the Properties, the inspection  fee
is  due from Seller regardless if Purchaser purchases all or
none of the Properties.  Any inspection fees due from Seller
shall  be  paid to Purchaser within ten (10) days after  any
cancellation of this Agreement as to all Properties.

     5.5  NONINTERFERENCE WITH BUSINESS.  The Properties are
presently  being  used as daycare centers.   Notwithstanding
anything to the contrary, Purchaser may not conduct  any  of
its  tests  or  examinations during  normal  business  hours
except  with  the prior written permission of Seller,  which
may  be  arbitrarily withheld by Seller.   No  chemicals  or
hazardous  substances  shall  be  used  in  any  testing  or
examination  except  with the prior  written  permission  of
Seller.  No tools or materials shall be left or stored in or
around  the Properties during the Properties Review  Period.
Purchaser  agrees  to  indemnify  Seller  and  hold   Seller
harmless  from  the cost, liability, expense  or  injury  to
person  or  property arising out of any  violation  of  this
Section 5.5 including but not limited to attorney fees.

     5.6   RESTORATION OF PROPERTY.  Purchaser shall, at its
sole expenses, restore all of the Properties investigated to
the condition in which they existed prior to any testing  or
examination  which  Purchaesr  conducts  on  the   Property.
Purchaser  agrees  to  indemnify  Seller  and  hold   Seller
harmless  from  any  cost, liability,  damage,  expense,  or
injury  to  person  or  property or  liability  incurred  or
asserted  against  Seller arising out of  Purchaser's  acts,
omissions,  or  exercise  of  the  rights  granted  by  this
Article,  including but not limited to any  attorneys'  fees
incurred  by  Seller in connection with any such  claims  or
liabilities.   This Section shall survive any  terminationof
this Agreement.

6.   SELLER'S DOCUMENTS

      6.1   SELLER'S  DOCUMENTS.  Seller  shall  deliver  to
Purchaser all of the documents described in this Section  by
April  30, 2002, at Seller's expense, each to be of  current
or  recent  date and certified to Purchaser unless otherwise
noted  below  (the `Seller's Documents').   Purchaser  shall
have until the earlier of 1) forty-five (45) days after  the
delivery  of all of the Seller's Documents, or May 15,  2002
(the   "Document  Review  Period")  to  review  and  approve
Seller's  Documents.  If Purchaser shall elect to substitute
an  Alternative  Property  the cost  of  obtaining  Seller's
Documents  as  to the Alternative Property shall  be  shared
equally,  unless  such Alternative Property was  substituted
for another of the Properties due to an uncured title defect
for such Property, and Purchaser shall obtain at Purchaser's
expense   any   other  documents  ("Purchaser's  Documents")
required  and deemed necessary by Purchaser to evaluate  the
Property or Alternative Property as listed in Section 7.

Seller's   Documents  are  provided  as  a  convenience   to
Purchaser  so  that  Purchaser  may  conduct  all   of   its
inspections,  due diligence and review of the Properties  to
satisfy  itself regarding each item, the Property  and  this
transaction.  Seller makes no representation or warranty  to
Purchaser regarding the accuracy or completeness of Seller's
Documents.  Seller's Documents shall include:

     (a)  The Title Commitment and back-up documentation;

     (b)  As-Built ALTA boundary survey of the Property as
     described on Exhibit "C" attached hereto;

     (c)  Phase I environmental assessment report and
     reliance letter prepared by a company satisfactory to
     Buyer, current within the last 6 months and copies of
     any existing environmental assessments in Seller's
     possession;

     (d)  Existing Final plans and specifications for the
     Improvements;

     (e)  Financial statements of the Lessee as described on
     Exhibit "D" attached hereto;

     (f)  Existing soils reports in Seller's possession;

     (g)  Existing Certificate of Occupancy;

     (h)  Utility site contacts for telephone, sewer, water,
          electric  and gas companies (inclusive of  company
          name,  name of contact person, address, phone  and
          fax numbers, as available to Seller;

     (i)  Certificate   of   completion  executed   by   the
          contractor    and/or   architect    in    Seller's
          possession; and

     (j)  Existing  lease  for  the Frederick,  MD  Property
          known as the Frederick County Headstart Program.

     6.2  SELLER'S CLOSING DOCUMENTS    Seller shall provide
the following documents, at its expense, ten (10) days prior
to  the  Closing Date.  Purchaser shall have  up  until  the
Closing date to review and approve such documents:

          (a)  Copies of the certificates of Insurance in accordance
               with the Lease attached as Exhibit "B";

          (b)  Proposed warranty deed;

          (c)  Copies of any documents required by the Title Company;

          (d)  Opinion of Counsel re: due authority of Lessee;

          (e)  Seller's Affidavit;

(f)  FIRPTA Affidavit; and
          (h)  Copies of the Articles of Incorporation,  the
               By-Laws  and  a current Certificate  of  Good
               Standing for the Lessee.

     6.3  Notwithstanding the other items in Section 6.1 (a)
through  (h),  above,  if  Seller  becomes  aware   of   any
information concerning the Property that is not disclosed in
Seller's Documents, and if conditions listed below are  met,
then  Seller shall also be under a duty to disclose  certain
facts and conditions relating to the Properties if:

     (i) Such facts and conditions are not known to Purchaser;

     (ii)  Such  facts and conditions are material  and  may
     adversely  affect  Purchaser's  investment  in   either
     Property

     (iii) It is commercially reasonable to expect Seller to
     disclose   such  facts  and  conditions,

     (iv)  Such facts and conditions arise  after  the
     execution of  this  Agreement; and Seller, to its
     knowledge,  has  received written  or oral notice
     of  such  facts  and conditions.  As used  herein,
     "Knowledge" shall be defined as and limited to the
     actual knowledge of John Rosen, or  those  persons
     immediately under his supervision limited to Chris
     Bardwell   or  other  staff  charged   with  such
     information.

      6.4   After  receipt and review of Seller's Documents,
and  Purchaser's Documents as identified in Section 7 below,
as  such  documents relate to one or all of the  Properties,
Purchaser may cancel this Agreement as to one or more or all
of the Properties for any reason, in its sole discretion, by
delivering  a  written  cancellation notice  to  Seller  and
Escrow Agent prior to the end of the Document Review Period,
but  in  no event subsequent to the Document Review  Period.
After  the  receipt  and  review  of  the  Seller's  Closing
Documents  as  identified  in Section  6.2  above,  as  such
documents  may  relate  to one or  all  of  the  Properties,
Purchaser may cancel this Agreement as to one or more of the
Properties  for  any  reason, in  its  sole  discretion,  by
delivering  a  written  cancellation notice  to  Seller  and
Escrow  Agent  prior  to  the Closing  Date.   If  Purchaser
cancels  this  Agreement  in part in  accordance  with  this
Section,  Escrow  Agent shall return  the  Property  Earnest
Money applicable to any Property canceled, together with the
interest  earned thereon, to Purchaser and the escrow  shall
be  canceled as to that Property; subject, however,  to  the
Seller's right to elect to cancel the entire Agreement as to
all  Properties,  as provided in Section  8.   If  Purchaser
elects  to  cancel  this Agreement as to all  Properties  in
accordance  with this Section, the Aggregate  Earnest  Money
Deposit  shall be returned in full to Purchaser  immediately
and   neither  party  shall  have  any  further  duties   or
obligations to the other hereunder.

7.   PURCHASER'S DOCUMENTS

     (a)  MAI Appraisal;

     (b)  Verification of zoning classification; and

     (c)  Verification of utility services.



8.   SELLER'S OPTION TO TERMINATE.

     8.1   SELLER'S OPTION TO TERMINATE. Seller  shall  have
the  option to terminate this Agreement as to all Properties
("Seller's  Termination Option") if Purchaser exercises  any
right of termination hereunder as to any Property, and  such
termination  has the effect of reducing the  aggregate  Base
Price  of the Properties to be closed by Purchaser hereunder
to   less   than  fourteen  million  five  hundred  thousand
($14,500,000)  dollars, as determined by  reference  to  the
Base  Price  of each of the Properties set forth in  Exhibit
"A" hereto.

     8.2    EXERCISE   OF  SELLER'S  OPTION  TO   TERMINATE.
Seller shall notify Purchaser and Escrow Agent in writing of
its  exercise  of  Seller's  Termination  Option  ("Seller's
Termination Notice") within five (5) business days following
Seller's  receipt of any written notification from Purchaser
that Purchaser's has elected to terminate this Agreement  as
to  one  or more but not all of the Properties ("Purchaser's
Partial  Termination Notice").  If Seller fails  to  deliver
Seller's Termination Notice within the time period specified
above  as  to  any  Purchaser's Partial Termination  Notice,
Seller shall be deemed to have waived its right to terminate
this  Agreement  on  the basis of such  Purchaser's  Partial
Termination Notice; provided, however, that if Seller  fails
to   exercise  Seller's  Termination  Option   as   to   one
Purchaser's  Partial Termination Notice given by  Purchaser,
Seller  shall  not  be  precluded from  exercising  Seller's
Termination Option as to any subsequent Purchaser's  Partial
Termination Notice delivered by Purchaser.

     8.3  EFFECT OF SELLER'S EXERCISE.  If this Agreement is
terminated  by  Seller  pursuant  to  Seller's   Option   to
Terminate,  Escrow Agent shall, without further instructions
from  the  parties,  return  the balance  of  the  Aggregate
Earnest  Money Deposit for the Properties (after deducting,,
if  applicable, any Property Earnest Money Deposit  relating
to  any Property Purchaser has closed early under the  terms
of  Section  2  hereof), together with any interest  accrued
thereon, to Purchaser.  In such case, Seller shall  have  no
liability   to  Purchaser  for  the  Allowance  (hereinafter
defined)   due  at  Closing,  and  Seller  shall   reimburse
Purchaser  for  site  inspection fees  due  and  payable  to
Purchaser under Section 5.4 of this Agreement, provided that
Seller  shall  owe  a  site inspection  fee  only  on  those
Properties  for  which a site inspection has  actually  been
completed  by  Purchaser as of the date  Purchaser  receives
Seller's Termination Notice.

9.   ESCROW.

      9.1   ESTABLISHMENT  OF ESCROW.  An  escrow  for  this
transaction  shall  be  established with  Escrow  Agent  and
Escrow Agent is hereby employed by the parties to handle the
escrow.  This Agreement shall constitute escrow instructions
and  an  original or fully executed copy shall be  deposited
with  Escrow  Agent for this purpose.  Should  Escrow  Agent
require  the  execution of its standard form printed  escrow
instructions,  Purchaser and Seller  agree  to  execute  the
same;  however,  such  instructions shall  be  construed  as
applying only to Escrow Agent's employment, and if there are
conflicts between the terms of this Agreement and the  terms
of  the  printed  escrow instructions,  the  terms  of  this
Agreement shall control.

      9.2   CANCELLATION OF ESCROW.  If the escrow fails  to
close  because of Seller's default, Seller shall  be  liable
for  all  customary  escrow cancellation  charges.   If  the
escrow  fails  to  close  because  of  Purchaser's  default,
Purchaser   shall   be  liable  for  all  customary   escrow
cancellation charges.  If the escrow fails to close for  any
other reason, Seller and Purchaser shall each be liable  for
one-half (1/2) of all customary escrow cancellation charges.

      9.3  LEASE.     The parties hereby agree upon the form
of  the Lease and memorandum of lease as attached as Exhibit
"B" hereto.  At closing, duplicate copies of such form lease
will be signed for each Property purchased, subject only  to
changes  necessary for each lease to be legally  binding  in
the  state in which the Property is located.  Upon  Closing,
the  Escrow  Agent  shall insert into  the  Lease,  and  the
parties  hereby give the Escrow Agent Power of  Attorney  to
insert,  the  Lease  Commencement Date  that  shall  be  the
Closing  Date.   If closing does not occur  for  any  reason
whatsoever, the Escrow Agent shall destroy the Leases.   The
Escrow Agent is further instructed upon the Closing Date  to
record  that  certain  Memorandum of Lease  referred  to  in
Exhibit  "C".   Such  Memorandum shall be  recorded  in  the
office  of  the  clerk and recorder, register  of  deeds  or
analogous office immediately subsequent to the recording  of
the Deed, with no intervening documents being recorded.

10.  CLOSING COSTS.

      10.1 SELLER'S CLOSING COSTS.  Seller will pay for  and
provide  Purchaser with a standard Owner's Title Policy  for
each  property.   The Purchaser shall pay the  cost  of  any
endorsement to the Owner's Title Policy.  All other  closing
costs for each Property shall be borne equally by Seller and
Purchaser.   Seller  will  pay  Purchaser  a  due  diligence
expense  allowance (the "Allowance") of $23,500 per  Parcel,
payable  at  the closing of the purchase of each  Parcel  as
provided  herein.   As a result, upon the purchase  of  each
Property  by Purchaser, the Purchase Price of such  Property
will  be  increased by $23,500 as reflected on  the  Closing
Settlement  Statement, and the base  annual  rent  for  each
Property will be increased by $2,220.75.  No Allowance shall
be  payable  to Purchaser for any Property not purchased  by
Purchaser.  Each party shall pay its own attorney  fees  and
costs.

       10.2   PRORATIONS.     Real  estate  taxes,  personal
property  taxes and assessments, if any, shall  be  prorated
through  escrow, as of the Closing Date, and be  based  upon
the latest available information. Purchaser and Seller shall
pay any other closing costs equally.

11.   POSSESSION.    Possession of the Properties sold shall
be  delivered to Purchaser upon Closing, subject to a  lease
executed between the parties.

12.    BROKERAGE.      Purchaser  and  Seller  warrant   and
represent to each other that neither has dealt with any real
estate  broker  or  salesperson  in  connection  with   this
transaction.   If  any  person shall assert  a  claim  to  a
finder's   fee,   brokerage   commission,   or   any   other
compensation on account of alleged employment as a finder or
broker  or performance of services as a finder or broker  in
connection with this transaction, the party under  whom  the
finder  or broker is claiming shall indemnify and  hold  the
other party harmless from and against any such claim and all
costs, expenses and liabilities incurred in connection  with
such  claim  or  any action or proceeding  brought  on  such
claim,  including, but not limited to, counsel  and  witness
fees  and court costs in defending against such claim.  This
indemnity  shall  survive the Closing  or  cancellation  and
termination of this Agreement and the escrow.

13.  REMEDIES.

      13.1  SELLER'S  REMEDIES.  Only if Seller  is  not  in
default hereunder and Purchaser fails to perform as required
by  this Agreement, in the time and manner set forth in this
Agreement,  Seller, as Seller's sole and  exclusive  remedy,
may  cancel this Agreement and the escrow, such cancellation
to  be  effective  immediately upon  Seller  giving  written
notice  of  cancellation  to  Purchaser  and  Escrow  Agent;
provided,  however, that Purchaser's indemnity provided  for
in Section 5 of this Agreement shall survive any termination
of  this Agreement.  Upon such cancellation, Seller shall be
entitled  to, and Escrow Agent shall deliver to Seller,  the
Aggregate  Earnest  Money  Deposit,  as  consideration   for
acceptance of this Agreement, for taking the Properties  off
the  market,  and as the parties' best estimate of  Seller's
damages  resulting from Purchaser's default, but  not  as  a
penalty.   Subject  to  Section 19.5  Attorney's  Fees,  the
Aggregate Earnest Money Deposit released to Seller upon such
cancellation  shall be retained by Seller as  its  sole  and
exclusive  remedy  against Purchaser in all  respects.   Any
accrued interest shall be paid to Purchaser.

      13.2 PURCHASER'S REMEDIES.    Only if Purchaser is not
in  default  hereunder  and  Seller  fails  to  perform  any
transaction(s) as required by this Agreement,  in  the  time
and  manner set forth in this Agreement, Purchaser,  as  its
sole and exclusive remedy, may cancel this Agreement and the
Escrow,  such cancellation to be effective immediately  upon
Purchaser  giving written notice of cancellation  to  Seller
and  Escrow Agent.  Upon such cancellation, Purchaser  shall
be entitled to, and Escrow Agent shall deliver to Purchaser,
the  Property Earnest Money Deposit and any interest  earned
thereon,  and  Seller  shall pay to  Purchaser  $20,000  per
Property  as  to  any Property not closed  due  to  Seller's
failure   to   Close  as  required  by  this  Agreement   as
consideration for entering into this Agreement  and  as  the
parties' best estimate of Purchaser's damages resulting from
Seller's default, but not as a penalty.  Subject to  Section
19.5 Attorney's Fees, the Property Earnest Money Deposit and
any  interest earned thereon released to Purchaser  and  the
$20,000  to be paid by Seller shall be retained by Purchaser
as  its  sole  and exclusive remedy against  Seller  in  all
respects as to each Property Seller fails to close.

      13.3 LIQUIDATED DAMAGES: After endeavoring to estimate
what the actual loss would be in the event of a default  and
as  a  material inducement to execution hereof, the  parties
agree  that it would be impractical and extremely  difficult
to  fix  actual damages in case of a default. The amount  of
the Aggregate Earnest Money Deposit is a reasonable estimate
of  Seller's  damages and Seller shall retain the  Aggregate
Earnest  Money Deposit as stated above, and Purchaser  shall
be  entitled to payment from Seller of $20,000 per  Property
as  set  forth in Section 13.2 above, as their  sole  remedy
against  each  other in case of default;  provided  however,
that  Purchaser's  indemnity  obligation  as  set  forth  in
Section  5  hereof  shall survive any  termination  of  this
Agreement.   The parties shall also be entitled to  attorney
fees pursuant to Section 19.5, Attorney's Fees.

14.   ESCROW  OPENING  DATE.     The "Escrow  Opening  Date"
shall  be  the  date  on which the Aggregate  Earnest  Money
Deposit,  together with a fully executed copy or counterpart
copies  of the Purchase Agreement are receipted for  by  the
Escrow Agent in accordance with the terms of this Agreement.
Escrow  Agent  is  hereby instructed  to  enter  the  Escrow
Opening Date on the first page of this Agreement and  return
a copy to both Seller and Purchaser.

15.   SELLER'S  REPRESENTATIONS AND  WARRANTIES.      Seller
represents  and  warrants to Purchaser (and on  the  Closing
Date shall be deemed to represent and warrants) as follows:

      15.1 LEGAL, VALID AND BINDING.     This Agreement  and
all  other  instruments or documents executed  or  delivered
with  this  transaction  each constitute  legal,  valid  and
binding obligations of Seller, enforceable against Seller in
accordance with their respective terms.

       15.2  NO  APPROVAL  BY  GOVERNMENTAL  AUTHORITY.   No
consent,      approval,     authorization,     registration,
qualification, designation, declaration or filing  with  any
governmental  authority is required in connection  with  the
execution and delivery of this Agreement by Seller.

       15.3  NO  CONFLICT.    The  execution,  delivery  and
performance of this Agreement by Seller and the consummation
of the transaction contemplated herein will not:  (i) result
in  a  breach or acceleration of or constitute a default  or
event  of  termination under the provisions of any agreement
or  instrument by which the Properties is bound or affected;
(ii)  result  in  the creation or imposition  of  any  lien,
charges  or  encumbrance, not provided  for  herein,  on  or
against  the  Properties  or  any  portion  thereof;   (iii)
constitute or result in the violation or breach by Seller of
any judgment, order, writ, injunction or decree relating  to
the  Properties  issued against or imposed upon  Seller,  or
result  in  the  violation of any applicable  law,  rule  or
regulation of any governmental authority applicable  to  the
Properties.

      15.4  NO  LAWSUITS.    Seller,  having  undertaken  no
independent   inquiry,   there  are   no   actions,   suits,
proceedings  or investigations pending, or, to the  best  of
Seller's  Knowledge, threatened, with respect to or  in  any
manner  affecting  Seller's ownership of the  Properties  or
otherwise  affecting  any portion  thereof,  or  which  will
become  a  cloud on the title to the Properties or  question
the   validity   or   enforceability  of   the   transaction
contemplated herein.

      15.5  NO LEASES.     There will be no existing  leases
and/or  tenancies  affecting  all  or  any  portion  of  the
Properties  as of the Closing Date, except for that  certain
lease  of  the Frederick, MD Property known as the Frederick
County  Headstart  Program Lease and the lease  between  the
parties attached as Exhibit "B".

      15.6 NO MECHANICS LIENS. No work has been performed or
is  in progress at, and no materials have been furnished to,
the Properties or any portion thereof, which might give rise
to   mechanics',   materialmen's  or  other   lien   against
Purchaser's  interest  in  the  Properties  or  any  portion
thereof.  Seller hereby agrees to indemnify  Purchaser  from
and  against any and all claims of third parties,  and  from
all mechanics' liens in connection with the Properties whose
claim of lien arises from labor or material provided to  the
Properties  prior  to  Closing or  pursuant  to  a  contract
entered  into  with Seller prior to Closing,  including  all
costs and attorneys' fees.

     15.7 NON-FOREIGN AFFIDAVIT.   Seller is not, and as  of
the  Closing Date will not be, a "foreign person" within the
meaning  of  Internal Revenue Code Section 1445, and  Seller
shall   deliver  to  Purchaser  at  Closing  a   Non-Foreign
Affidavit  pursuant to Section 1445(b)(2)  of  the  Internal
Revenue Code (the "Non-Foreign Affidavit").

     15.8 ENVIRONMENTAL I REPORTS.  Seller has delivered (or
will deliver in accordance with the terms of this Agreement)
all  existing or updated environmental reports (Phase  I  or
otherwise)  in  Seller's  possession  which  relate  to  the
Properties.

6.    AS  IS.         Except for the express representations
and warranties contained in this Article 12, Seller has made
no  representations or warranties of any kind, and  will  at
the  Closing  make no representations or warranties  of  any
kind,  in  connection  with the physical  condition  of  the
Properties.   Except for the representations and  warranties
contained in Section 15 and the covenants and warranties  to
be   contained   in   the  Deed,  Seller   shall   have   no
responsibility, liability or obligations subsequent  to  the
Closing  with respect to any conditions or as to any matters
whatsoever  respecting  in  any way  the  Properties,  which
Purchaser  acknowledges is being purchased  in  an  "AS  IS,
WHERE IS" condition.

17.   RISK  OF  LOSS.  If prior to the Closing  all  of  any
Property  shall be taken by condemnation or eminent  domain,
this Agreement shall be automatically canceled, the Property
Earnest Money Deposit and any interest earned thereon  shall
be returned to Purchaser, and thereupon neither party shall,
except  as  otherwise  provided  herein,  have  any  further
liability  or  obligation to the other.   If  prior  to  the
Closing,  less than all of any Property shall  be  taken  by
condemnation or eminent domain, then Purchaser may,  at  its
option,  cancel this Agreement as to such Property only,  in
which  event  Escrow  Agent shall return  to  Purchaser  its
Property  Earnest  Money Deposit, and  any  interest  earned
thereon, as to such Property [i.e., twenty thousand  dollars
($20.000)  plus interest] and thereupon neither party  shall
have  any  further  liability or obligation  to  each  other
(except as otherwise stated herein) as to such Property,  or
Purchaser may accept title subject to the taking,  in  which
event  after  the Closing for such Property the proceeds  of
the  award  or  payment  shall  be  assigned  by  Seller  to
Purchaser  and any money theretofore received by  Seller  in
connection with such taking shall be paid over to Purchaser.
In  the event any Property shall be damaged by fire or other
casualty prior to the time of Closing in an amount  of  more
than  ten percent (10%) of the total Purchase Price of  said
Property,  either party shall have the option  to  terminate
this Agreement as to such Property. Should the parties elect
to  carry out this Agreement regarding such Property despite
such damage, Purchaser shall be entitled to a credit for the
insurance  proceeds  resulting  from  such  damage  to   the
Property not exceeding, however, the total Purchase Price of
said  Property.  In all other regards, the risk of  loss  or
damage  to the Property until the Closing shall be borne  by
Seller.

18.  NOTICES.  All notices required or permitted to be given
under  this Agreement shall be in writing and shall be given
by  personal delivery, recognized overnight courier services
or  by  deposit  in the United States mail, certified  mail,
return  receipt  requested, postage  prepaid,  addressed  to
Seller and Purchaser at the addresses set forth on the first
page  of this Agreement or at such other address as a  party
may  designate by notice similarly given. Notices  shall  be
deemed effective upon delivery; if personally delivered:  on
the  next  business  day  after deposit  with  a  recognized
overnight courier service; or on the expiration of three (3)
days  after  deposit in the US mail, as described  above.  A
copy of any notice shall be given to Escrow Agent.

Copies shall be given to:

                    Leslie Armstrong, Esq.
                    ARAMARK Educational Resources, Inc.
                    573 Opark Point Drive
                    Golden, CO  80401
                    Ph No.:  303 526-3381

19.  MISCELLANEOUS.

     19.1 INCORPORATION OF RECITALS.    The recitals of this
Agreement  are hereby affirmed by the parties  as  true  and
correct and are incorporated herein by this reference.

      19.2  WAIVERS.  No waiver of any of the provisions  of
this  Agreement  shall  constitute a  waiver  of  any  other
provision, whether or not similar, nor shall any waiver be a
continuing  waiver.  Except as expressly  provided  in  this
Agreement,  no  waiver shall be binding unless  executed  in
writing  by  the party making the waiver. Either  party  may
waive any provision of this Agreement intended for its  sole
benefit; however, unless otherwise provided for herein, such
waiver  shall  in  no way excuse the other  party  from  the
performance  of  any  of  its other obligations  under  this
Agreement.

     19.3 CONSTRUCTION.  This Agreement shall be interpreted
according  to the law of the state where the Properties  are
located, and shall be construed as a whole and in accordance
with  its fair meaning and without regard to, or taking into
account,  any  presumption or other rule  of  law  requiring
construction  against the party preparing this Agreement  or
any part hereof.

       19.4  TIME.      Time  is  of  the  essence  of  this
Agreement.

     19.5  ATTORNEY'S FEES.    If any action is  brought  by
either  party in respect to its rights under this Agreement,
the   prevailing  party  shall  be  entitled  to  reasonable
attorneys' fees and court costs as determined by the court.

      19.6  ASSIGNMENT.    Purchaser may assign  its  rights
under  this  Agreement prior to Closing  without  the  prior
written consent of Seller.  However, Purchaser shall  remain
liable  to  Seller  pursuant to the  terms  of  Article  5.6
Restoration of Property, regardless of such assignment.

       19.7  BINDING  EFFECT.      This  Agreement  and  all
instruments  or documents entered into pursuant  hereto  are
binding  upon and shall inure to the benefit of the  parties
and their respective successors and assigns.

     19.8 FURTHER ASSURANCES AND DOCUMENTATION.   Each party
agrees  in  good  faith  to take such  further  actions  and
execute  such  further  documents as  may  be  necessary  or
appropriate  to  fully carry out the intent and  purpose  of
this Agreement.

      19.9 TIME PERIODS.  If the time for the performance of
any  obligation under this agreement expires on a  Saturday,
Sunday  or legal holiday, the time for performance shall  be
extended to the next succeeding day which is not a Saturday,
Sunday or legal holiday.

      19.10     HEADINGS. The headings of this Agreement are
for purposes of reference only and shall not limit or define
the meaning of any provision of this Agreement.

      19.11     ENTIRE AGREEMENT.   This Agreement, together
with all exhibits referred to herein, which are incorporated
herein  are  made  a part hereof by this reference  and  the
Lease  between the parties, constitutes the entire agreement
between  the  parties  pertaining  to  the  subject   matter
contained in this Agreement. No supplement, modification  or
amendment  of  this  Agreement shall be  binding  unless  in
writing and executed by Purchaser and Seller.

     19.12     COUNTERPARTS.  This Agreement may be executed
in any number of counterparts, each of which shall be deemed
an  original, but all of which shall constitute one and  the
same instrument.

     19.13     SURVIVAL. Each of the terms and provisions of
this Agreement, including the representations and warranties
contained in Section 15, which are not incorporated into the
Deed,  or  which  are  not satisfied by  the  execution  and
delivery  of the Deed, or which by their nature require  the
parties  to perform certain acts subsequent to the  Closing,
shall  survive  the Closing, except that the representations
and  warranties  contained in Section 15 shall  survive  the
Closing for a period of only six (6) months only.

          IN WITNESS WHEREOF, the parties have executed this
Agreement as of the date first above written.

SELLER:

Date: 4/12/02

ARAMARK Educational Resources, Inc., d/b/a Children's  World
Learning Centers, Inc., a Delaware Corporation


By: /s/ Leslie A Armstrong
Printed Name: Leslie A Armstrong
Its: National Director of Real Estate



PURCHASER:

Date: April 11, 2002

AEI Fund Management, Inc.

 /s/ Robert P Johnson
     Robert P. Johnson, President



                    ACCEPTANCE BY ESCROW AGENT

     Escrow Agent hereby (a) acknowledges receipt of a fully
executed  copy  or counterpart copies of this  Agreement  on
this  18th day of April, 2002 and has inserted said date  on
the  first page of this Agreement, and (b) hereby agrees  to
establish an escrow (Escrow No.No1-40385*) and to administer
the  same  in accordance with the provisions hereof.  Escrow
Agent further agrees to immediately deliver to Purchaser and
Seller   copies  or  counterpart  of  this  fully   executed
Agreement.   Escrow  agent acknowledges receipt  of  earnest
money deposit in the amount of $200,000.


                         Lawyers Title Insurance Corporation

*Master File No.
                         By:  /s/ David D Nowlin

                         Its: National Title Officer




</TEXT>
</DOCUMENT>
