PURCHASE AGREEMENT
             Timber Lodge Steakhouse - St. Cloud, MN

This  AGREEMENT,  entered  into  effective  as  of  the  18th  of
November, 1999.

l. PARTIES. Seller is AEI Real Estate Fund XV Limited Partnership
which  presently  owns an undivided 7.7342% and AEI  Real  Estate
Fund  XVII  Limited Partnership which presently owns an undivided
30.7940%  and  interest in the fee title  to  that  certain  real
property  legally  described in the  attached  Exhibit  "A"  (the
"Entire  Property")  Buyer is Marshall M. Kilduff,  Trustee,  and
Pat  S.  Kilduff,  Trustee, of the Kilduff 1996 Revocable  Trust,
dated  June 20, 1996, ("Buyer"). Seller wishes to sell and  Buyer
wishes  to buy a portion as Tenant in Common of Seller's interest
in the Entire Property.

2. PROPERTY. The Property to be sold to Buyer in this transaction
consists of an undivided 9.5671 percentage interest (hereinafter,
simply  the  "Property")  as  Tenant  in  Common  in  the  Entire
Property.   (Fund  XV  selling  7.7342%  and  Fund  XVII  selling
1.8329%.)


3.  PURCHASE  PRICE   The  purchase  price  for  this  percentage
interest in the Entire Property is $182,400, all cash.  (Fund  XV
receiving $147,455.14 and Fund XVII receiving $34,944.86)

4.  TERMS.  The purchase price for the Property will be  paid  by
Buyer as follows:

     (a)  When this agreement is executed, Buyer will pay  $5,000
     to Seller (which shall be deposited into escrow according to
     the  terms hereof) (the "First Payment"). The First  Payment
     will  be  credited against the purchase price  when  and  if
     escrow closes and the sale is completed.

     (b)  Buyer  will deposit the balance of the purchase  price,
     $177,400  (the  "Second Payment") into escrow in  sufficient
     time to allow escrow to close on the closing date.

5.  CLOSING  DATE.  Escrow shall close on or before November  30,
1999.

6.  DUE  DILIGENCE. Buyer will have until the expiration  of  the
tenth  business day (The "Review Period") after delivery of  each
of  following items, to be supplied by Sellers, to conduct all of
its  inspections  and due diligence and satisfy itself  regarding
each  item, the Property, and this transaction.  Buyer agrees  to
indemnify and hold Sellers harmless for any loss or damage to the
Entire  Property or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.

     (a)   The  original  and  one  copy  of  a  title  insurance
     commitment  for  an  Owner's  Title  insurance  policy  (see
     paragraph 8 below).

     (b)  A  copy  of  a Certificate of Occupancy or  other  such
     document  certifying completion and granting  permission  to
     permanently  occupy the improvements on the Entire  Property
     as are in Seller's possession.

     (c)  A  copy of an "as built" survey of the Entire  Property
     done concurrent with Seller's acquisition of the Property.

     (d) Lease (as further set forth in paragraph 11(a) below) of
     the Entire Property showing occupancy date, lease expiration
     date,  rent,  and  Guarantys, if any,  accompanied  by  such
     tenant  financial statements as may have been provided  most
     recently to Seller by the Tenant and/or Guarantors.


Buyer Initial: /s/ PSM /s/ MMK
Purchase Agreement for Timber Lodge-St. Cloud, MN


It  is a contingency upon Seller's obligations hereunder that two
(2)  copies  of Co-Tenancy Agreement in the form attached  hereto
duly  executed  by  Buyer and AEI Real Estate Fund  XVII  Limited
Partnership and dated on escrow closing date be delivered to  the
Seller on the closing date.

      Buyer may cancel this agreement for ANY REASON in its  sole
discretion  by  delivering a cancellation notice, return  receipt
requested,  to Seller and escrow holder before the expiration  of
the  Review  Period. Such notice shall be deemed  effective  only
upon  receipt  by Seller.  If this Agreement is not cancelled  as
set forth above, the First Payment shall be non-refundable unless
Seller shall default hereunder.

      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under  the first paragraph  of  section  6  of  this
agreement  (which will survive), Buyer (after execution  of  such
documents   reasonably  requested  by  Seller  to  evidence   the
termination  hereof)  shall be returned its  First  Payment,  and
Buyer  will have absolutely no rights, claims or interest of  any
type  in  connection  with  the  Property  or  this  transaction,
regardless of any alleged conduct by Sellers or anyone else.

      Unless this Agreement is canceled by Buyer pursuant to  the
terms  hereof, if Buyer fails to make the Second Payment,  Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller  may, at its option, retain the First Payment and  declare
this Agreement null and void, in which event Buyer will be deemed
to  have canceled this Agreement and relinquish all rights in and
to  the Property or Sellers may exercise its rights under Section
14  hereof.   If  this Agreement is not canceled and  the  Second
Payment  is  made  when required, all of Buyer's  conditions  and
contingencies will be deemed satisfied.

7.  ESCROW. Escrow shall be opened by Seller and funds  deposited
in  escrow upon acceptance of this Agreement by both parties. The
escrow  holder  will  be a nationally-recognized  escrow  company
selected by Seller. A copy of this Agreement will be delivered to
the  escrow holder and will serve as escrow instructions together
with the escrow holder's standard instructions and any additional
instructions required by the escrow holder to clarify its  rights
and  duties  (and  the  parties agree to  sign  these  additional
instructions).  If  there  is any conflict  between  these  other
instructions and this Agreement, this Agreement will control.

8.   TITLE.  Closing will be conditioned on the  agreement  of  a
title  company selected by Seller to issue an Owner's  policy  of
title  insurance, dated as of the close of escrow, in  an  amount
equal  to  the  purchase  price, insuring  that  Buyer  will  own
insurable  title  to  the Property subject  only  to:  the  title
company's  standard exceptions;  current real property taxes  and
assessments;  survey  exceptions;  the  rights  of   parties   in
possession pursuant to the lease defined in paragraph  11  below;
and  other  items of record disclosed to Buyer during the  Review
Period.

      Buyer shall be allowed five (5) days after receipt of  said
commitment  for examination and the making of any  objections  to
marketability thereto, said objections to be made in  writing  or
deemed  waived.  If any objections are so made, the Seller  shall
be  allowed eighty (80) days to make such title marketable or  in
the  alternative  to  obtain  a commitment  for  insurable  title
insuring  over  Buyer's objections.  If Sellers shall  decide  to
make  no  efforts to make title marketable, or is unable to  make
title  marketable or obtain insurable title, (after execution  by
Buyer  of  such  documents  reasonably  requested  by  Seller  to
evidence  the termination hereof) Buyer's First Payment shall  be
returned  and  this Agreement shall be null and void  and  of  no
further force and effect.  Seller has no obligation to spend  any
funds or make any effort to satisfy Buyer's objections, if any.


Buyer Initial: /s/ PSM /s/ MMK
Purchase Agreement for Timber Lodge-St. Cloud, MN



      Pending  satisfaction of Buyer's objections,  the  payments
hereunder  required shall be postponed, but upon satisfaction  of
Buyer's objections and within ten (10) days after written  notice
of  satisfaction of Buyer's objections to the Buyer, the  parties
shall perform this Agreement according to its terms.

9.   CLOSING COSTS.  Seller will pay one-half of escrow fees, the
cost  of  the  title  commitment and  any  brokerage  commissions
payable.   The  Buyer  will pay the cost of  issuing  a  Standard
Owners  Title Insurance Policy in the full amount of the purchase
price,  if  Buyer shall decide to purchase the same.  Buyer  will
pay all recording fees, one-half of the escrow fees, and the cost
of  an update to the Survey in Seller possession (if an update is
required by Buyer.)  Each party will pay its own attorney's  fees
and costs to document and close this transaction.

10.  REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

     (a)  Because the Entire Property (of which the Property is a
     part) is subject to a triple net lease (as further set forth
     in  paragraph 11(a)(i), the parties acknowledge  that  there
     shall  be no need for a real estate tax proration.  However,
     Seller  represents  that to the best of its  knowledge,  all
     real  estate  taxes and installments of special  assessments
     due  and  payable in all years prior to the year of  Closing
     have been paid in full.  Unpaid real estate taxes and unpaid
     levied and pending special assessments existing on the  date
     of  Closing shall be the responsibility of Buyer and  Seller
     in   proportion  to  their  respective  Tenant   in   Common
     interests,  pro-rated, however, to the date of  closing  for
     the   period   prior  to  closing,  which   shall   be   the
     responsibility of Seller if Tenant shall not pay  the  same.
     Seller  and  Buyer  shall likewise pay  all  taxes  due  and
     payable   in   the  year  after  Closing  and   any   unpaid
     installments  of special assessments payable  therewith  and
     thereafter,  if  such  unpaid  levied  and  pending  special
     assessments and real estate taxes are not paid by any tenant
     of the Entire Property.

     (b)   All income and all operating expenses from the  Entire
     Property  shall be prorated between the parties and adjusted
     by them as of the date of Closing.  Seller shall be entitled
     to  all  income  earned  and shall be  responsible  for  all
     expenses  incurred prior to the date of Closing,  and  Buyer
     shall  be entitled to its proportionate share of all  income
     earned and shall be responsible for its proportionate  share
     of all operating expenses of the Entire Property incurred on
     and after the date of closing.

11.  SELLER'S REPRESENTATION AND AGREEMENTS.

     (a)  Seller represents and warrants as of this date that:

     (i)  Except for the Lease Agreement in existence between AEI
     Real  Estate  Fund XV Limited Partnership, AEI  Real  Estate
     Fund  XVII Limited Partnership, and Institutional Net  Lease
     Fund  '93  Limited  Partnership (as "Landlord")  and  Timber
     Lodge  Steakhouse, Inc. ("Tenant"), dated November 18, 1997,
     Seller  is  not  aware of any leases of the  Property.   The
     above  referenced lease agreement has an option to  purchase
     in  favor of the Tenant as set forth in paragraph 33 of said
     lease agreement.

     (ii)   It  is  not  aware  of  any  pending  litigation   or
     condemnation  proceedings against the Property  or  Seller's
     interest in the Property.

     (iii)   Except  as  previously disclosed  to  Buyer  and  as
     permitted in paragraph (b) below, Seller is not aware of any
     contracts Seller has executed that would be binding on Buyer
     after the closing date.

     (b)   Provided  that  Buyer performs  its  obligations  when
     required, Seller agrees that it will not enter into any  new
     contracts that would materially affect the Property  and  be
     binding


Buyer Initial: /s/ PSM /s/ MMK
Purchase Agreement for Timber Lodge-St. Cloud, MN




     on  Buyer  after  the  Closing Date  without  Buyer's  prior
     consent,  which will not be unreasonably withheld.  However,
     Buyer  acknowledges that Seller retains the right both prior
     to  and after the Closing Date to freely transfer all  or  a
     portion  of  Seller's remaining undivided  interest  in  the
     Entire  Property, provided such sale shall not encumber  the
     Property being purchased by Buyer in violation of the  terms
     hereof or the contemplated Co-Tenancy Agreement.

12.  DISCLOSURES.

     (a)   Seller  has not received any notice of  any  material,
     physical,  or  mechanical defects of  the  Entire  Property,
     including  without  limitation, the plumbing,  heating,  air
     conditioning, ventilating, electrical system. To the best of
     Seller's  knowledge without inquiry, all such items  are  in
     good  operating condition and repair and in compliance  with
     all  applicable  governmental, zoning, and  land  use  laws,
     ordinances,  regulations and requirements.  If Seller  shall
     receive any notice to the contrary prior to Closing,  Seller
     will inform Buyer prior to Closing.

     (b)   Seller  has not received any notice that the  use  and
     operation  of the Entire Property is not in full  compliance
     with  applicable building codes, safety, fire,  zoning,  and
     land use laws, and other applicable local, state and federal
     laws,  ordinances, regulations and requirements.  If  Seller
     shall  receive any notice to the contrary prior to  Closing,
     Seller will inform Buyer prior to Closing.

     (c)   Seller  knows  of no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  the  Tenant  from using and  operating  the  Entire
     Property after the Closing in the manner in which the Entire
     Property  has been used and operated prior to  the  date  of
     this  Agreement.  If Seller shall receive any notice to  the
     contrary prior to Closing, Seller will inform Buyer prior to
     Closing.

     (d)   Seller  has  not received any notice that  the  Entire
     Property is in violation of any federal, state or local law,
     ordinance, or regulations relating to industrial hygiene  or
     the  environmental conditions on, under, or about the Entire
     Property,   including,  but  not  limited  to,   soil,   and
     groundwater conditions.  To the best of Seller's  knowledge,
     there  is  no  proceeding  or inquiry  by  any  governmental
     authority   with  respect  to  the  presence  of   Hazardous
     Materials  on  the  Entire  Property  or  the  migration  of
     Hazardous Materials from or to other property.  Buyer agrees
     that  Seller will have no liability of any type to Buyer  or
     Buyer's  successors,  assigns, or affiliates  in  connection
     with  any  Hazardous Materials on or in connection with  the
     Entire  Property  after  the  Closing  Date.  Seller   shall
     indemnify  Buyer for any liability arising due to  Hazardous
     Materials on or in connection with the Entire Property prior
     to  the Closing Date.  If Seller shall receive any notice to
     the  contrary  prior to Closing, Seller  will  inform  Buyer
     prior to Closing.

     (e)   Buyer agrees that it shall be purchasing the  Property
     in  its  then present condition, as is, where is, and Seller
     has  no  obligations to construct or repair any improvements
     thereon  or to perform any other act regarding the Property,
     except as expressly provided herein.

     (f)    Buyer  acknowledges  that,  having  been  given   the
     opportunity  to  inspect  the  Entire  Property   and   such
     financial  information on the Lessee and Guarantors  of  the
     Lease as Buyer or its advisors shall request, if in Seller's
     possession, Buyer is relying solely on its own investigation
     of  the  Property  and  not on any information  provided  by
     Seller or to be provided except as set forth herein.   Buyer
     further acknowledges that the information provided and to be
     provided by Seller with respect to the Property, the  Entire
     Property  and  to  the Lessee and Guarantors  of  Lease  was
     obtained  from a variety of sources and Seller  neither  (a)
     has  made independent investigation or verification of  such
     information,


Buyer Initial: /s/ PSM /s/ MMK
Purchase Agreement for Timber Lodge-St. Cloud, MN




     or  (b)  makes  any representations as to  the  accuracy  or
     completeness of such information except as herein set forth.
     The  sale of the Property as provided for herein is made  on
     an  "AS IS" basis, and Buyer expressly acknowledges that, in
     consideration of the agreements of Seller herein, except  as
     otherwise specified herein in paragraph 11(a) and (b)  above
     and   this  paragraph  12,  Seller  makes  no  Warranty   or
     representation, Express or Implied, or arising by  operation
     of  law,  including,  but not limited to,  any  warranty  of
     condition,  habitability,  tenantability,  suitability   for
     commercial  purposes,  merchantability,  or  fitness  for  a
     particular purpose, in respect of the Property.

     The provisions (d) - (f) above shall survive Closing.

13.  CLOSING.

     (a)   Before  the  closing date, Seller  will  deposit  into
     escrow  an  executed special warranty deed warranting  title
     against  lawful  claims by, through, or under  a  conveyance
     from   Seller,  but  not  further  or  otherwise,  conveying
     insurable  title of the Property to Buyer,  subject  to  the
     exceptions contained in paragraph 8 above.

     (b)   On or before the closing date, Buyer will deposit into
     escrow:  the  balance  of the purchase price  when  required
     under  Section  4; any additional funds required  of  Buyer,
     (pursuant to this agreement or any other agreement  executed
     by  Buyer)  to  close escrow.  Both parties  will  sign  and
     deliver  to the escrow holder any other documents reasonably
     required by the escrow holder to close escrow.

     (c)   On  the  closing date, if escrow is in a  position  to
     close,  the  escrow  holder will: record  the  deed  in  the
     official  records  of  the  county  where  the  Property  is
     located;  cause  the title company to commit  to  issue  the
     title  policy; immediately deliver to Seller the portion  of
     the  purchase price deposited into escrow by cashier's check
     or  wire  transfer  (less debits and  prorations,  if  any);
     deliver  to  Seller  and Buyer a signed counterpart  of  the
     escrow  holder's certified closing statement  and  take  all
     other actions necessary to close escrow.

14.   DEFAULTS.  If Buyer defaults, Buyer will forfeit all rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer.   In  addition, Seller shall retain all remedies available
to Seller at law or in equity.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which will  be
null  and void), unless: it has paid the First Payment, deposited
the  balance  of the Second Payment for the purchase  price  into
escrow, performed all of its other obligations and satisfied  all
conditions  under  this  Agreement, and unconditionally  notified
Seller  that it stands ready to tender full performance, purchase
the  Property and close escrow as per this Agreement,  regardless
of  any  alleged  default  or misconduct  by  Seller.   Provided,
however,  that  in  no  event shall  Seller  be  liable  for  any
punitive, consequential or speculative damages arising out of any
default by Seller hereunder.

15.  BUYER'S REPRESENTATIONS AND WARRANTIES.

     a.  Buyer represents and warrants to Seller as follows:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  Closing  or
     after the Closing, any and all further


Buyer Initial: /s/ PSM /s/ MMK
Purchase Agreement for Timber Lodge-St. Cloud, MN



     acts,  deeds  and assurances as Seller or the Title  Company
     may  require  and be reasonable in order to  consummate  the
     transactions contemplated herein.

     (ii)   Buyer  has  all  requisite  power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.

     (iii)   To  Buyer's  knowledge, neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order  of  any  court or other agency of  government  having
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.

16.  DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

     (a)   If, prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $10,000.00,  this Agreement shall become null and  void,  at
     Buyer's  option exercised, if at all, by written  notice  to
     Seller within ten (10) days after Buyer has received written
     notice  from Seller of said destruction or damage.   Seller,
     however,  shall  have  the right to  adjust  or  settle  any
     insured  loss  until  (i)  all contingencies  set  forth  in
     Paragraph 6 hereof have been satisfied, or waived; and  (ii)
     any  ten-day  period provided for above in this Subparagraph
     16a  for  Buyer  to  elect to terminate this  Agreement  has
     expired  or  Buyer has, by written notice to Seller,  waived
     Buyer's right to terminate this Agreement.  If Buyer  elects
     to  proceed  and  to  consummate the purchase  despite  said
     damage  or  destruction, there shall be no reduction  in  or
     abatement of the purchase price, and Seller shall assign  to
     Buyer the Seller's right, title, and interest in and to  all
     insurance  proceeds  (pro-rata in  relation  to  the  Entire
     Property) resulting from said damage or destruction  to  the
     extent  that the same are payable with respect to damage  to
     the  Property, subject to rights of any Tenant of the Entire
     Property.

     If  the cost of repair is less than $10,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in and to all insurance proceeds pro-rata in relation to the
     Entire  Property,  subject to rights of any  Tenant  of  the
     Entire Property.

     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken by eminent domain, this Agreement  shall
     become null and void, at Buyer's option.  If Buyer elects to
     proceed  and to consummate the purchase despite said taking,
     there  shall  be  no  reduction in,  or  abatement  of,  the
     purchase  price,  and  Seller  shall  assign  to  Buyer  the
     Seller's  right,  title, and interest in and  to  any  award
     made, or to be made, in the condemnation proceeding pro-rata
     in relation to the Entire Property, subject to rights of any
     Tenant of the Entire Property.

      In the event that this Agreement is terminated by Buyer  as
provided  above  in  Subparagraph 16a or 16b, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof).

17.  BUYER'S 1031 TAX FREE EXCHANGE.

      While  Seller  acknowledges that Buyer  is  purchasing  the
Property  as  "replacement property" to  accomplish  a  tax  free
exchange,   Buyer   acknowledges  that   Seller   has   made   no
representations,  warranties, or agreements to Buyer  or  Buyer's
agents  that  the transaction contemplated by the Agreement  will
qualify for such tax treatment, nor has there been any


Buyer Initial: /s/ PSM /s/ MMK
Purchase Agreement for Timber Lodge-St. Cloud, MN



reliance   thereon  by  Buyer  respecting  the   legal   or   tax
implications  of  the  transactions contemplated  hereby.   Buyer
further  represents  that it has sought and obtained  such  third
party advice and counsel as it deems necessary in regards to  the
tax implications of this transaction.

      Buyer  wishes  to  novate/assign the ownership  rights  and
interest of this Purchase Agreement to San Francisco Bay Exchange
Service  which  will  act as Accommodator  to  perfect  the  1031
exchange  by preparing an agreement of exchange of Real  Property
whereby San Francisco Bay Exchange Service will be an independent
third party purchasing the ownership interest in subject property
from  Seller  and  selling  the  ownership  interest  in  subject
property  to  Buyer  under  the  same  terms  and  conditions  as
documented  in this Purchase Agreement.  Buyer asks  the  Seller,
and  Seller  agrees  to cooperate in the perfection  of  such  an
exchange  if at no additional cost or expense to Seller or  delay
in time.  Buyer hereby indemnifies and holds Seller harmless from
any claims and/or actions resulting from said exchange.  Pursuant
to  the  direction of San Francisco Bay Exchange Service,  Seller
will deed the Property to Buyer.

18.  CANCELLATION

     If  any party elects to cancel this Contract because of  any
     breach by another party or because escrow fails to close  by
     the  agreed date, the party electing to cancel shall deliver
     to escrow agent a notice containing the address of the party
     in  breach and stating that this Contract shall be cancelled
     unless  the  breach  is cured within 10 days  following  the
     delivery  of  the notice to the escrow agent.  Within  three
     days  after  receipt of such notice, the escrow agent  shall
     send it by United States Mail to the party in breach at  the
     address contained in the Notice and no further notice  shall
     be  required. If the breach is not cured within the 10  days
     following  the  delivery of the notice to the escrow  agent,
     this Contract shall be cancelled.

19.  MISCELLANEOUS.

     (a)  This Agreement may be amended only by written agreement
     signed by both Seller and Buyer, and all waivers must be  in
     writing  and signed by the waiving party.  Time  is  of  the
     essence.   This  Agreement  will not  be  construed  for  or
     against  a party whether or not that party has drafted  this
     Agreement.  If there is any action or proceeding between the
     parties relating to this Agreement the prevailing party will
     be  entitled to recover attorney's fees and costs.  This  is
     an  integrated  agreement containing all agreements  of  the
     parties  about the Property and the other matters described,
     and  it  supersedes any other agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.

     (b)   If  this escrow has not closed by November  30,  1999,
     through  no  fault  of Seller, Seller  may  either,  at  its
     election,  extend  the closing date or exercise  any  remedy
     available   to   it  by  law,  including  terminating   this
     Agreement.

     (c)  Funds to be deposited or paid by Buyer must be good and
     clear  funds in the form of cash, cashier's checks  or  wire
     transfers.

     (d)   All notices from either of the parties hereto  to  the
     other  shall be in writing and shall be considered  to  have
     been  duly  given or served if sent by first class certified
     mail,  return receipt requested, postage prepaid,  or  by  a
     nationally recognized courier service guaranteeing overnight
     delivery to the party at his or its address set forth below,
     or  to  such  other  address  as such  party  may  hereafter
     designate by written notice to the other party.



Buyer Initial: /s/ PSM /s/ MMK
Purchase Agreement for Timber Lodge-St. Cloud, MN




     If to Sellers:

          Attention:  Robert P. Johnson
          AEI Real Estate Fund XV Limited Partnership &
          AEI Real Estate Fund XVII Limited Partnership
          1300 Minnesota World Trade Center
          30 E. 7th Street
          St. Paul, MN  55101

     If to Buyer:

          Marshall M. Kilduff, Trustee
          Pat S. Kilduff, Trustee
          321 Lake Street
          San Francisco, CA  94108

      When  accepted, this offer will be a binding agreement  for
valid  and  sufficient consideration which will bind and  benefit
Buyer, Seller and their respective successors and assigns.  Buyer
is  submitting  this offer by signing a copy of  this  offer  and
delivering it to Seller.  Seller has five (5) business days  from
receipt within which to accept this offer.

      This  Agreement  shall be governed by, and  interpreted  in
accordance with, the laws of the state of Minnesota.

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

BUYER:     Marshall  M.  Kilduff, Trustee, and  Pat  S.  Kilduff,
Trustee, of the Kilduff 1996 Revocable Trust, dated June 20, 1996

          By:/s/ Marshall M Kilduff Trustee
                 Marshall M. Kilduff, Trustee

          By:/s/ Pat S Kilduff Trustee
                 Pat S. Kilduff, Trustee





WITNESS:  /s/ Sheldon Zimmerman

              Sheldon Zimmerman
              (Print Name)




Buyer Initial: /s/ PSM /s/ MMK
Purchase Agreement for Timber Lodge-St. Cloud, MN

SELLER:     AEI Real Estate Fund XV Limited Partnership

By:         AEI Fund Management 86-A, Inc., its
            corporate general partner

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

     AND


            AEI Real Estate Fund XVII Limited Partnership

By:         AEI Fund Management XVII,  Inc., its
            corporate general partner

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

     WITNESS:
     (as to both signatures)

          /s/ Jill Rayburn

              Jill Rayburn
              (Print Name)




Buyer Initial: /s/ PSM /s/ MMK
Purchase Agreement for Timber Lodge-St. Cloud, MN