ASSIGNMENT
                             OF
               PURCHASE AND SALE AGREEMENT AND
       FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT

      THIS ASSIGNMENT made and entered into this 23rd day of
October  2003, by and between AEI FUND MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI REAL ESTATE FUND
XVII  LIMITED  PARTNERSHIP, a Minnesota limited  partnership
("Assignee");

     WITNESSETH, that:

      WHEREAS,  on  the  6th day of August,  2003,  Assignor
entered  into a Purchase and Sale Agreement and  as  further
amended  by  the  First  Amendment  to  Purchase  and   Sale
Agreement  dated  the  2nd  day  of  September  2003   ("the
Agreement")  for  that  certain  property  located  at  8379
Thompson Road, Cicero, NY  13030 (the "Property") with Route
31 & Thompson Road Development, LLC as the Seller and Eckerd
Corporation, as the Lessee; and

      WHEREAS, Assignor desires to assign an undivided fifty
(50%)  percent of its rights, title and interest in, to  and
under the Agreement to the 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/ Robert P Johnson
        Robert P. Johnson, its President




AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
LIMITED PARTNERSHIP ("Assignee")

BY: AEI FUND MANAGEMENT XVII, INC.



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







                 PURCHASE AND SALE AGREEMENT


      This Purchase and Sale Agreement (this "Agreement") is
entered  into  as of this 6th day of August,  2003,  between
ROUTE  31  &  THOMPSON ROAD DEVELOPMENT,  LLC,  a  New  York
limited   liability  company  ("Seller"),   and   AEI   FUND
MANAGEMENT,  INC., a Minnesota corporation  ("Buyer").   The
date  on which the last party hereto executes this Agreement
is hereafter referred to as the "Effective Date".

      In  consideration  of the mutual covenants  set  forth
herein  and  in  consideration of the earnest money  deposit
herein called for, the parties agree as follows:

      Section 1.     Sale and Purchase.  Seller shall  sell,
convey,  and  assign  to  Buyer, and Buyer  shall  purchase,
assume  and  accept  from  Seller, for  the  Purchase  Price
(hereinafter  defined) and on and subject to the  terms  and
conditions herein set forth, the following:

           (a)   the tract or parcel of land having a street
address  of  8379  Thompson  Road,  Cicero,  NY,  and   more
particularly   described  in  Exhibit  A  attached   hereto,
together  with all rights and interests appurtenant thereto,
including all of Seller's right, title, and interest in  and
to adjacent streets, alleys, rights-of-way, and any adjacent
strips   and   gores  of  real  estate  (the  "Land");   all
improvements located on the Land, including that certain one-
story building which consists of approximately 13,824 square
feet  (the  "Improvements"); and  all  rights,  titles,  and
interests appurtenant to the Land and Improvements;

          (b)  all of Seller's  interest  in  and rights and
obligations  under  the  Lease  dated April 28, 2003, by and
between  Seller  and  Eckerd   Corporation  (the  "Tenant"),
providing for the use and occupancy of the Improvements  and
Land (the "Lease"); and all rents  prepaid  for  any  period
subsequent to the  Closing  Date  (defined
below); and

          (c)  to  the  extent assignable by Seller  and not
previously assigned to Tenant as required under  the  Lease,
all  of  the following, if any, relating solely to the  Land
and the Improvements;(1) warranties, guaranties, indemnities,
and claims(all subject to Seller's reservation of its rights
with respect to claims  thereunder which arise from facts or
circumstances  existing prior  to the Closing Date or during
any period when  Seller remains  liable  to  Tenant or Buyer
with  respect  to  the   Property),  (2)  plans,   drawings,
specifications,  surveys, engineering   reports,  and  other
technical   information,   and  (3)  other  property  (real,
personal, or any other)relating to the leasing, maintenance,
service, or  operation of  the  Land,  Improvements, or  the
Lease (such assignment to be subject to Seller's reservation
of its rights with  respect to claims thereunder which arise
from facts or circumstances existing  prior  to  the Closing
Date  or  during  any period when Seller remains  liable  to
Tenant or Buyer with respect to the Property).



The  above-listed items are herein collectively  called  the
"Property".   All  of the Property shall be sold,  conveyed,
and  assigned to Buyer at Closing (defined below)  free  and
clear  of  all  liens except for the lien of  real  property
taxes  not yet due and payable, and subject to the Permitted
Encumbrances (defined below).

      Section  2.     Purchase and Sale.  Seller  agrees  to
sell to Buyer, and Buyer agrees to purchase from Seller, the
Property  upon  the terms and conditions set forth  in  this
Agreement.

      Section  3.      Purchase Price.  The  Purchase  Price
("Purchase  Price")  for the Property shall  be  $3,100,000,
(computed  based upon a 8.15% capitalization of the  current
annual  rent) to be paid in cash or cash equivalent  as  set
forth in Section 9.

      Section 4.     Earnest Money.  Within two (2) business
days  after the Effective Date, Buyer shall deliver  to  the
party designated by Seller at the address to be supplied  by
Seller,  at  Ticor  Title Insurance  Company,  Syracuse,  NY
("Title Company") a check or wire transfer in the amount  of
$200,000.00,  which  the  Title  Company  shall  immediately
deposit  for  collection in an interest bearing  account  or
accounts  bearing  interest  at  not  less  than  the  daily
passbook  rate. Interest shall accrue on the sum of  $75,000
of  such  Earnest  Money at the greater  of  (i)  the  daily
passbook  rate  on  depository  accounts  at  the  financial
institution  used by the Title Company or (ii) the  rate  of
interest actually accruing on such amount. Interest  on  the
balance of the Earnest Money for the period between the  end
of  the  Inspection Period and Closing shall  be  deemed  to
accrue  at  the rate of 2.78% per annum. If, for any  reason
this Agreement is terminated prior to the expiration of  the
Inspection  Period, then the Earnest Money and any  interest
accrued  thereon shall be immediately returned to Buyer.  If
this  Purchase and Sale Agreement is not so terminated,  and
the transaction contemplated hereby proceeds to Closing, the
Earnest  Money shall be paid to Seller at Closing and  Buyer
shall  receive  a credit against the purchase price  payable
hereunder  in the amount of the Earnest Money plus  interest
accrued  or deemed to have accrued thereon at the rates  set
forth  above.  As used in this Agreement, the term  "Earnest
Money"  shall  mean the amount deposited by Buyer,  together
with  all interest accrued thereon or deemed to have accrued
thereon, as provided above.

      Section  5.      Delivery  of Information  by  Seller.
Within  five  (5) days of the Effective Date,  Seller  shall
deliver or cause to be delivered to Buyer the following:

          (a)  A title insurance commitment issued by the Title
               Company naming Buyer as the proposed insured and
               insuring Buyer  in  the  amount  of the Purchase
               Price (the "Title Commitment");

          (b)  Copies of all documents referred to in the Title
               Commitment (the "Title Commitment Documents");

          (c)  A copy of Seller's existing Phase I Environmental
               Report  and copies  of  any  other  environmental
               reports on the Property in Seller's possession;

          (d)  A copy of Seller's existing ALTA/ACSM  Land  and
               Improvements survey;

          (e)  A copy of the executed Lease and any amendments
               thereto;

          (f)  Soil boring logs;

          (g)  If in Seller's possession, zoning information
               concerning the current zoning of the Property;

          (h)  Site plans and building plans and specifications;

          (i)  Names, addresses and phone numbers of utility companies
               servicing the Property;

          (j)  Copy of real estate tax statement;

          (k)   Two years of annual financial statements for
          the Tenant.

     Buyer  shall have an Inspection Period of 21 days  from
     receipt  of  the  foregoing to review and  approve  the
     foregoing  or  terminate this Agreement  in  accordance
     with the terms of subparagraph 6(b) below in AEI's sole
     discretion.

     Seller,  at  its own expense, shall provide Buyer  with
     the  following, which Buyer shall have 15 days from the
     receipt  of  the last of the following to  review  (the
     "Review  Period"); provided, however, Buyer  shall  use
     its  best efforts to complete its review of such  items
     in  a  timely manner to expedite the transaction toward
     closing,   and  shall  waive  (in  Buyer's   sole   but
     reasonable discretion) the requirement of an entire  15
     day  review  period as to a de minimis  number  of  the
     following items that may not be available until several
     days prior to closing:

          (l)  A  copy  of  any  items  to  be  specifically
               assigned  to Buyer under paragraph       1(c)
               and the proposed assignment thereof;

          (m)  A  current ALTA As-Built Survey certified  to
               Buyer and Title Company (AEI's review thereof
               shall  be confined to matters not theretofore
               reflected  on the Title Commitment of  Seller
               or  Seller's  existing survey as provided  to
               Buyer);

          (n)  Proposed general warranty deed;

          (o)  Balance Sheet of Seller;

          (p)  An  original  Reliance  Letter  certified  to
               Buyer  from  the  engineer who  prepared  the
               Seller's Phase I Environmental Report;

          (q)  Certificate of Occupancy, and Certificate  of
               Completion   from  a  project  architect   or
               general contractor certifying that as of  the
               date thereof and to their best knowledge, the
               Improvements    have   been   completed    in
               accordance  with the plans and specifications
               for  the  Property  and substantially  comply
               with all applicable rules and regulations  of
               governmental  authorities having jurisdiction
               over the Property and the objective standards
               of the Americans with Disabilities Act;

          (r)  Certificate of Insurance evidencing  Tenant's
               compliance with the Lease requirements;

          (s)  A  project cost statement, signed by  Seller,
               itemizing  in percentages totaling 100%,  the
               following   costs:  land  acquisition,   soft
               costs, building construction, and site work;

          (t)  Copies  of  all  warranties, and  assignments
               thereof, issued to or required to be provided
               to Tenant as designated in the Lease.


The   documents  described  in  this  Section   are   herein
collectively  called  the "Documents," and  the  information
contained in the Documents is herein collectively called the
"Information." Seller further agrees to deliver to Buyer any
information that shall come to Seller's attention  prior  to
the  Closing  that  shall materially, adversely  impact  the
Documents,  the  Information, the Property, or  the  Tenant.
Buyer  shall have a right to terminate this Agreement  based
upon  such materially adverse information and shall  receive
the  return of its Earnest Money together with any  interest
thereon if this Agreement is so terminated on such basis.

     Section 6.     Right of Inspection

          (a)  Buyer  may  conduct  a  site inspection  of  the
          Property during the Inspection Period (defined above)
          and Buyer may  elect to not purchase the Property and
          terminate this Agreement in accordance with the terms
          of Paragraph (b) below if, in its sole discretion, it
          is not satisfied with the results of such inspection.
          In  conducting  its   inspection   Buyer  shall   not
          unreasonably   interfere   with   the   business  and
          operations of Tenant or construction activities    of
          Seller.  Further,  Buyer  shall indemnify, defend and
          hold Seller harmless from any and all costs, damages,
          and  liabilities  whatsoever,  including   reasonable
          attorney's fees, arising out of Buyer's inspection of
          the  Property  and  the Information, which obligation
          shall  expressly  survive  any  termination  of  this
          Agreement.   Except  as may  be required by law or by
          legal proceedings, Buyer shall keep   all Information
          furnished  to  it  by  Seller  or  obtained by  Buyer
          strictly confidential; provided,  however,  that  the
          same may be disclosed to Buyer's lenders, accountants
          and  attorneys to the extent necessary to  consummate
          this transaction and  to  the  extent such recipients
          agree  to  maintain  such  confidentiality.   Buyer's
          obligations  under  this  Section shall  survive  the
          termination of this Agreement for any reason.

          (b)   If  for any reason Buyer determines that  it
          shall  not  proceed  with this  transaction,  then
          Buyer  may terminate this Agreement, by delivering
          to  Seller a written notice of termination at  any
          time  during  the  period  ending  at  5:00  p.m.,
          Minneapolis, Minnesota time, on the  last  day  of
          the  Inspection  Period.  If  Buyer  does  not  so
          terminate this Agreement, Buyer shall have  waived
          its right to terminate this Agreement.

      Section  7.     Title.  Buyer may, at any time  during
the  Inspection  Period, object in  writing  to  any  liens,
encumbrances,  and  other matters  reflected  by  the  Title
Commitment.   All  such matters to which  Buyer  so  objects
shall  be "Non-Permitted Encumbrances"; if no such objection
notice  is  given during the Inspection Period, all  matters
reflected  by  the  Title  Commitment  shall  be  "Permitted
Encumbrances."  Seller may, but shall not be  obligated  to,
cure,    remove   or   insure   around   all   Non-Permitted
Encumbrances.   In addition, Seller shall  be  obligated  to
remove  or insure around by Closing all mortgages, deeds  of
trust,  judgment liens, mechanic's and materialmen's  liens,
and  other  monetary liens against the Property (other  than
the   liens  for  taxes  and  assessments  which   are   not
delinquent), whether or not Buyer objects thereto during the
Inspection  Period.   If  Seller does  not  cause  all  Non-
Permitted  Encumbrances  to  be removed,  cured  or  insured
around,  then Buyer may either (a) terminate this  Agreement
in  accordance  with Section 11(b) by delivering  notice  to
Seller  within five (5) days after the end of the Inspection
Period,  or  (b) purchase the Property subject to  the  Non-
Permitted  Encumbrances  (other  than  monetary  liens  that
Seller is obligated to remove or insure around), and the Non-
Permitted  Encumbrances (other than  liens  that  Seller  is
obligated  to  remove or insure around) shall thereafter  be
deemed   Permitted  Encumbrances.   The  Lease   is   hereby
designated as a Permitted Encumbrance.

      Section  8.      Seller's Representations, Warranties,
and  Covenants.  Seller hereby represents and  warrants  to,
and covenants with, Buyer that:

     (a)   Except for this Agreement and the Lease and those
matters  disclosed  in  the  materials  delivered  to  Buyer
pursuant  to Section 5 hereof, it is not aware of any  other
agreements or leases with respect to the Property, including
none of the following that will survive the Closing such  as
maintenance,  service, or utility contracts  (the  "Property
Agreements");

     (b)   It  does  not  have  any actions  or  proceedings
pending,  which  would  materially affect  the  Property  or
Tenant , except matters fully covered by insurance;

     (c)   The consummation of the transactions contemplated
hereunder,  and  the performance of this Agreement  and  the
delivery  of the warranty deed to Buyer, will not result  in
any breach of, or constitute a default under, any instrument
to  which Seller is a party or by which Seller may be  bound
or affected;

     (d)    All  of  Seller's  covenants,  agreements,   and
representations  made herein, and in any and  all  documents
which  may  be delivered pursuant hereto, shall survive  for
one (1) year from the delivery to Buyer of the warranty deed
and  other  documents  furnished  in  accordance  with  this
Agreement, and the provision hereof shall continue to  inure
for  one (1) year to Buyer's benefit and its successors  and
assigns;

     (e)   The  Property is in good condition, substantially
undamaged  by fire and other hazards, and has not been  made
the subject of any condemnation proceeding;

     (f)    Seller  has full right, power, and authority  to
execute  and  deliver this Agreement and to  consummate  the
purchase  and  sale transaction provided for herein  without
obtaining  any further consents or approvals  from,  or  the
taking  of  any  other actions with respect  to,  any  third
parties; and this Agreement, when executed and delivered  by
Seller  and  Buyer,  will constitute the valid  and  binding
agreement   of   Seller,  enforceable  against   Seller   in
accordance with its terms;

      (g)   The  Property is presently not in  violation  of
applicable  environmental  law, and  contains  no  hazardous
materials  except for the presence on the Property  of  such
materials as may be held by Tenant in customary amounts  for
resale or maintenance of the Property;

      (h)   Seller  has  not received from any  governmental
authority  written  notice of any violation  of  law,  rule,
regulation,  permit,  certificate, or approval  or  license,
which has not heretofore been cured;

      (i)   To the best of Seller's knowledge, there are  no
attachments,  executions, assignments  for  the  benefit  of
creditors   or  voluntary  or  involuntary  proceedings   in
bankruptcy pending, or threatened against Seller;

     (j)   The  copies of all documents and other  documents
delivered  by  Seller to Buyer pursuant  to  this  Agreement
shall,  to  Seller's current actual knowledge, be  true  and
complete  in all material respects; provided, however,  that
Seller makes no representation or warranty whatsoever as  to
the contents or subject matter of any Documents, Information
or other items prepared by third parties;

     (k)  The Lease submitted to Buyer;

     (1)   is a true and complete copy of the Lease with all
     exhibits attached;

     (2)  has not been modified, altered or amended; and

     (3)    is  in full force and effect without any uncured
          material default by either Landlord or Tenant.

      (l)   Seller  represents and warrants the  transaction
contemplated   herein  does  not  represent   a   fraudulent
conveyance.

All of Seller's representations and warranties shall be true
as of the Closing Date and shall survive the Closing for one
(1)  year; Buyer may not take any action for breach of  such
representations  and warranties unless it shall  have  given
Seller  written  notice of such breach in reasonable  detail
not  later than a date that is one (1) year from the Closing
Date.   Seller  shall have thirty (30) days to  commence  to
cure any such breach after receipt of Buyer's timely written
notice  and  so long thereafter is reasonably  necessary  to
complete such cure.

     Section 9.     Closing.  The closing of the sale of the
Property by Seller to Buyer (the "Closing") shall occur upon
the  later of: (a) on or before the 10th business day  after
the  expiration of the Inspection Period or (b)  within  ten
(10) business days after the Tenant takes possession of  the
building  and begins paying rent (the "Closing Date").   The
parties  may  elect to close prior to the scheduled  Closing
Date  upon  mutual consent.  An escrow officer of the  Title
Company at its office in Syracuse, New York shall close this
transaction.   Time  is of the essence with  regard  to  the
Closing  Date.   At  the Closing, the following,  which  are
mutually concurrent conditions, shall occur;

          (a)  Buyer, at its expense, shall deliver or cause
to be delivered to Seller the following:

               (1) the Purchase Price in funds available for
          immediate value in Seller's accounts;

               (2)  the Earnest Money shall be delivered  to
          Seller and credited against the Purchase Price;

               (3) an Assignment and Assumption of Lease  in
          the form to be mutually agreed upon by the parties
          prior  to the expiration of the Inspection Period,
          fully executed and acknowledged by Buyer;

               (4) evidence satisfactory to Seller and Title
          Company  that  the  person executing  the  Closing
          documents  on  behalf  of Buyer  has  full  right,
          power, and authority to do so; and

               (5) such other documents as may be reasonably
          requested  by  the  Title  Company  or  Seller  in
          accordance with this Agreement.


           (b)   Seller,  at its expense, shall  deliver  or
cause to be delivered to Buyer the following:

                (1) An Assignment and Assumption of Lease in
          the form to be mutually agreed upon by the parties
          prior  to the expiration of the Inspection Period,
          fully   executed  and  acknowledged   by   Seller,
          accompanied  by  the original Lease  and  original
          Amendments thereto, if any;

                (2)  A  New  York statutory form of  general
          warranty  deed  in the form to be mutually  agreed
          upon by the parties prior to the expiration of the
          Review Period, fully executed and acknowledged  by
          Seller,   conveying   to  Buyer   the   Land   and
          Improvements;

               (3) A tenant estoppel certificate in the form
          as  shown  on  Exhibit  B attached  hereto,  fully
          executed by Tenant;

               (4) Evidence reasonably satisfactory to Buyer
          and  Title Company that the persons executing  and
          delivering  the  Closing documents  on  behalf  of
          Seller have full right, power and authority to  do
          so;

               (5) A certificate meeting the requirements of
          Section 1445 of the Internal Revenue Code of 1986,
          executed and sworn to by Seller;

               (6) such other documents as may be reasonably
          requested  by  the Title Company or  by  Buyer  in
          accordance  with  this  Agreement,   or   as   are
          customarily executed in New York to effectuate the
          conveyance of property similar to the Property;

               (7)   Assignment of documents as required  in
paragraph 1 (c) hereof.

           (c)   Seller  shall  pay the following  costs  of
closing:  escrow  fees, recording costs, and  any  brokerage
fees  to third parties engaged by Seller.  Each party  shall
pay  one-half  of all other closing costs,  such  as  realty
transfer  tax  (deed stamps), and fees to obtain  the  title
insurance  commitment and policy premiums; each party  shall
pay  its  own attorney's fees. Buyer shall pay the  mortgage
tax due on any mortgage granted by Buyer at closing, if any.

          (d)  Rent due under the Lease shall be prorated as
of  the Closing Date, Seller being charged and credited  for
all  of  same up to the Closing Date and Buyer being charged
and  credited for all of same on and after the Closing Date;
provided,  however,  that, if the wire  payoff  to  Seller's
mortgagee  is received later than 1:00pm EST on the  day  of
closing  then the Seller, and not Buyer, shall  be  credited
for  the  Rent paid under the Lease that is attributable  to
the  day  of closing. Utility charges and taxes are paid  by
the  Tenant  and  shall  not be prorated  at  Closing.   All
prorations  made  at  Closing shall be  considered  a  final
settlement between the parties.

      Section  10.    Destruction, Damage, or Taking  Before
Closing.   If, before Closing, all or any material  part  of
the Land or Improvements are destroyed or damaged, or become
subject to condemnation or eminent domain proceedings,  then
Seller shall promptly notify Buyer thereof.  Buyer may elect
to proceed with the Closing (subject to the other provisions
of  this  Agreement and with no reduction  in  the  Purchase
Price)  by  delivering notice thereof to Seller within  five
(5)  business days of receipt of Seller's notice  respecting
the  damage, destruction, or taking, but in such event Buyer
shall  be entitled to all insurance proceeds or condemnation
awards payable as a result of such damage or taking and,  to
the  extent the same may be necessary or appropriate, Seller
shall  assign  to Buyer at Closing Seller's rights  to  such
proceeds  or awards.  If, within five (5) business  days  of
receipt   of   Seller's   notice  respecting   the   damage,
destruction, or taking, Buyer notifies Seller of its  intent
to  terminate  this Agreement, or if Buyer gives  no  notice
within  such  period, then Buyer shall  be  deemed  to  have
terminated  this Agreement pursuant to Section  11(b).   For
the purposes of this Section 10, damage or a taking shall be
considered  to be "material" if the value of the portion  of
the  Land or Improvements damaged or taken exceeds an amount
equal  to  twenty five percent (25%) of the Purchase  Price,
or,  in the case of a taking, if the portion of the Land  or
Improvements  taken are such that Tenant has  the  right  to
terminate the Lease.

     Section 11.    Termination and Remedies

           (a)  If Buyer fails to consummate the purchase of
the Property pursuant to this Agreement for any reason other
than termination hereof pursuant to a right granted to Buyer
in herein, or if Buyer breaches any covenant or provision of
this  Agreement,  then  Seller,  as  its  sole  remedy,  may
terminate  this  Agreement by notifying  Buyer  thereof,  in
which  event Title Company shall deliver the Earnest  Money,
together  with all interest thereon, to Seller as LIQUIDATED
DAMAGES.  In addition to the foregoing, Seller shall also be
entitled  to  recover  all  reasonable  expenses,  including
reasonable attorney's fees and litigation costs, incurred in
connection  with  obtaining the Earnest  Money  following  a
breach hereof by Buyer.

           (b)   If Buyer terminates this Agreement pursuant
to its rights to do so hereunder and is not in default under
this  Agreement, then the Earnest Money, together  with  all
interest  thereon,  shall be returned  to  Buyer,  whereupon
neither  party  hereto  shall have  any  further  rights  or
obligations  hereunder,  except for  those  which  expressly
survive the termination of this Agreement.

          (c)  If Seller fails to consummate the sale of the
Property  pursuant to this Agreement for  any  reason  other
than  Buyer's failure to perform its obligations  hereunder,
or  termination hereof by Buyer in accordance  with  Section
11(b), then Buyer, as its exclusive remedies therefore, may:
(1) terminate this Agreement by notifying Seller thereof, in
which  case  the Earnest Money, together with  all  interest
thereon, shall be returned to Buyer and neither party hereto
shall  have  any  further  rights or obligations  hereunder,
except for those which expressly survive the termination  of
this  Agreement; or (2) enforce specific performance of  the
obligations of Seller hereunder.

           (d)   The  provision  for payment  of  liquidated
damages in Section 11(a) has been included because,  in  the
event  of  a  breach  by  Buyer, the actual  damages  to  be
incurred by Seller can reasonably be expected to approximate
the  amount  of  liquidated damages called  for  herein  and
because the actual amount of such damages would be difficult
if not impossible to measure accurately.

           (e)  This Agreement shall not be recorded in  any
public records in the State of New York or the county  where
the  Property is located, and any such recording by  or  for
Buyer shall be a default hereunder.

      Section  12.     Notices.   All  notices  provided  or
permitted  to  be  given under this  Agreement  must  be  in
writing  and may be served by depositing same in the  United
States  mail, addressed to the party to be notified, postage
prepaid  and  registered or certified  with  return  receipt
requested;  by delivering the same in person to such  party;
by  reputable  overnight courier delivery; or  by  facsimile
copy  transmission  with  printed  confirmation  of  receipt
thereof.   Notice  given  in accordance  herewith  shall  be
effective  upon  delivery to the address of  the  addressee.
Any notice given by facsimile transmission shall be followed
by a hard copy or by hand delivery.  For purposes of notice,
the addresses of the parties shall be as follows:

     If to Seller, to:

          Mr. Joseph P. Kane
          Route 31 & Thompson Road Development, LLC
          C/O Westlake Development, LLC
          Skyline Building, Suite B-1
          753 James Street
          Syracuse, NY  13203
          Phone No.: (315) 471-5462
          Fax No.: (315) 471-6436


     With a copy to:

          Stephen G. Etoll, Esq.
          Shulman, Curtin, Grundner & Regan, PC
          250 S. Clinton Street, Suite 502
          Syracuse, NY  13202
          Phone No.: (315) 424-8944
          Fax No.: (315) 424-8205


     If to Buyer, to:

          AEI Fund Management, Inc.
          30 East 7th Street, Suite 1300
          St. Paul, Minnesota 55102
          Attention:  Barbara Kochevar
          Phone No.:  (651) 227-7333
          Fax No.:  (651) 227-7705

     With a copy to:

          Thomas M. Hart
          Winthrop & Weinstine, P.A.
          Suite 3500
          225 South Sixth Street
          Minneapolis, MN  55402-4629
          Phone No.: 612-604-6624
          Fax: 612-604-6800



Either  party  hereto may change its address for  notice  by
giving  three (3) days' prior written notice thereof to  the
other party.

     Section 13.    Assigns/Beneficiaries.  Buyer may assign
its  rights and obligations under this Agreement to a wholly
owned or controlled affiliate or subsidiary of Buyer and  at
Closing  designate such entity to take title to the Property
and  to  all  rights conveyed by Seller to Buyer under  this
Agreement without the written consent of Seller.  Except for
the  assignments  provided for in  the  preceding  sentence,
Buyer may neither assign its rights under this Agreement nor
delegate its duties hereunder without prior written  consent
of  Seller, which Seller may grant or withhold in  its  sole
and absolute discretion.  Should Buyer assign this Agreement
or  delegate its duties without the prior written consent of
Seller,  then  in addition to all the rights, remedies,  and
recourses  available  at  law  or  in  equity,  Seller   may
terminate  this  Agreement  and  the  Title  Company   shall
forthwith  deliver the Earnest Money to Seller.  Seller  may
assign  all of its right, title and interest in and to  this
Agreement to any other entity that is directly or indirectly
wholly-owned  by  Seller.  Such permitted  assignment  shall
include  any  assignment that may  be  deemed  to  occur  by
operation   of  law  in  connection  with  any   merger   or
consolidation  of Seller entity with and/or into  any  other
entity  directly or indirectly wholly-owned  by  Seller  (an
"Intragroup Merger").  Any such Intragroup Merger shall  not
be  deemed a breach of, cause a default under or trigger any
right  of  termination under, any other  provision  of  this
Agreement.  Furthermore, Seller may assign this Agreement or
any rights hereunder to any corporation that acquires all or
substantially  all of the assets of Seller.  This  Agreement
is  for  the sole benefit of Seller and Buyer, and no  third
party is intended to be a beneficiary of this Agreement.

     Section 14.    Commissions.  Buyer and Seller represent
that neither engaged a broker for this transaction.

      Section 15.    Computation of Time.  If the expiration
date  of any period or time for performance hereunder  falls
on  a  Saturday,  Sunday, or legal holiday,  then,  in  such
event,  the  expiration  date of such  period  or  time  for
performance shall be extended to the next business day.

      Section 16.    Governing Law.  This Agreement shall be
governed  and construed in accordance with the laws  of  the
State in which the Property is located.

     Section 17.    Entire Agreement.  This Agreement is the
entire  agreement  between Seller and Buyer  concerning  the
sale  of  the  Property,  and  no  modification  hereof   or
subsequent  agreement relative to the subject matter  hereof
shall  be binding on either party unless reduced to  writing
and  signed  by both parties.  All Exhibits attached  hereto
are incorporated herein by this reference for all purposes.

      Section 18.    Rule of Construction; No Waiver.  Buyer
and  Seller  acknowledge that each party has  reviewed  this
Agreement and has had adequate opportunity to consult  legal
counsel   with  respect  thereto  and  that  the   rule   of
construction to the effect that any ambiguities  are  to  be
resolved against the drafting party shall not be employed in
the  interpretation  of  this Agreement  or  any  amendments
hereto.   No provision of this Agreement shall be deemed  to
have  been  waived by either party unless the waiver  is  in
writing  and  signed by that party.  No custom  or  practice
which  may  evolve between the Buyer and Seller  during  the
term of this Agreement shall be deemed or construed to waive
or  lessen  the  right of either of the  parties  hereto  to
insist  upon  strict  compliance  with  the  terms  of  this
Agreement.

      Section  19.    No Recording.  Neither this  Agreement
nor  any  memorandum hereof shall be recorded in any  public
records where the Property is located or elsewhere.

      Section  20.    Attorney's Fees.  If a dispute  arises
between  the  parties as a result of or in  connection  with
this  Agreement, then the prevailing party shall be entitled
to  a  reimbursement of its reasonable costs  and  expenses,
including  reasonable attorney's fees, in  addition  to  all
other remedies.

      Section 21.    Expiration.  This offer to Purchase  by
Buyer shall expire if not executed by Seller and returned to
Buyer on or before August 7 (jpk), 2003.



Executed effective as of the date first set forth above.

                              SELLER:

                              ROUTE 31 & THOMPSON ROAD
                              DEVELOPMENT, LLC
                              A New York limited liability company

                              By: Westlake Holding, Inc., its sole member,
                                  a New York corporation
                              By:  /s/ Joseph K Kane
                              Name:    Joseph P. Kane
                              Title:   President:
                              Date:    8/6/03


                              BUYER:

                              AEI FUND MANAGEMENT, INC.,
                              a Minnesota corporation


                              By: /s/ Robert P Johnson
                              Name:   Robert P. Johnson
                              Title:  President
                              Date:   8/4/03



                          EXHIBIT A

                    LEGAL DESCRIPTION OF LAND


ALL THAT CERTAIN PIECE OR PARCEL OF LAND SITUATE IN THE town
Off   Cicero,  County of Onondaga, State of New York,  known
and  distinguished as part of Military Lot No.  55  in  said
Town  and  being more particularly bounded and described  as
follows:

Beginning  at a point on the westerly boundary  of  Thompson
Road  (a.k.a. County Route 14) at its intersection with  the
southerly boundary of New York State Route 31 (a.k.a. Cicero-
Bridgeport S.H. No. 9084); thence South 12 deg. 43  min.  44
sec.  West along said boundary of Thomposon Road, a distance
of  186.88  feet to its intersection with the division  line
between  the lands now or formerly of Group One Development,
LLC  as  described in Book 4740 of Deeds at Page 691 on  the
North  and  lands now or formerly of George  G  &  Eileen  C
Diffin as described in Book 3467 of Deeds at Page 259 on the
South; thence North 77 deg. 16 min. 16 sec. West along  said
division line, a distance of 200.00 feet to a point  on  the
division   line  between  the  said  lands  of   Group   One
Development, LLC on the Wet and the said lands of Diffin and
the  lands  now  or formerly of Edmond Schilling  and  Horst
Seibt  as  described in Book 2390 of Deeds at Page  505,  in
part  by each, on the East, thence South 12 deg. 43 min.  44
sec. West along said lands of Group One Development, LLC  on
the  North and lands now or formerly of George and Sue  Anne
Aspinall as described in Book 3747 of Deeds at Page  6,  the
lands nor or formerly of Raphael WIII and Collen M Stark  as
described  in Book 3575 of Deeds at Page 33, and  the  lands
now or formerly of Ann Larson Henderson as described in Book
3615  of  Deeds at Page 13, in part by each, on  the  South,
said  line also being the northerly line of the Mystic Woods
Subdivision,  Section  3 as shown on  filed  map  no.  6729;
thence north 77 deg. 11 mi. 50 sec. West along said division
line  and  northerly  line of Mystic  Woods  Subdivision,  a
distance  of  205.35 feet to a point on  the  division  line
between the said lands of Group One Development, LLC on  the
East  and the lands now or formerly of Faith Lutheran Church
of  Cicero, N.Y. as described in Book 2623 of Deeds at  Page
1081  on the West; thence North 12 deg. 22 min 40 sec.  East
along  said division line, a distance of 440.80  feet  to  a
point  on  the  said boundary of New York  State  Route  31;
thence South 77 deg. 11 min. 50 sec East along said boundary
of New York State Route 31, a distance of 408.05 feet to the
point of beginning, Containing 2.950 acres of lands, more or
less.

Being  the lands conveyed to Group One Development,  LLC  by
NOCO  Energy Corp. by deed dated August 7, 2002 and recorded
in  the Onondaga County Clerk's Office on August 22, 2002 at
Book 4740 of Deeds at Page 691.






       FIRST AMENDMENT TO PURCHASE AND SALE AGREEMENT


     This First Amendment to Purchase and Sale Agreement  is
made  and  entered  into effective as of  this  2nd  day  of
September,  2003  by and between ROUTE 31  &  THOMPSON  ROAD
DEVELOPMENT,  LLC,  a  New  York limited  liability  company
("Seller")  and  AEI  FUND  MANAGEMENT,  INC.,  a  Minnesota
corporation ("Buyer").

     WHEREAS,  Seller  and  Buyer  entered  into  a  certain
Purchase  and  Sale  Agreement dated  August  6,  2003  (the
"Purchase  Agreement") pursuant to which  Seller  agreed  to
sell  to  Buyer, and Buyer agreed to purchase  from  Seller,
certain  real  estate located at 8379 Thomson Road,  Cicero,
New  York,  as  more particularly described in the  Purchase
Agreement (the "Property"); and

     WHEREAS,  pursuant  to  the  Purchase  Agreement,   the
Inspection  Period, as extended, expires at 5  o'clock  p.m.
Central Daylight Time on September 2, 2003; and

     WHEREAS,   the  parties  wish  to  amend  the  Purchase
Agreement as hereinafter set forth.

     NOW, THEREFORE, in consideration of the Recitals, which
are  hereby  made  a  part hereof, and for  other  good  and
valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, it is hereby agreed as follows:

     1.    The  fourth sentence of Section 7 of the Purchase
Agreement  shall  be  deleted and  the  following  shall  be
substituted in its place and stead:

     Seller  acknowledges  receipt  of  Buyer's   title
     objection  letter dated August 28, 2003  ("Buyer's
     Title Objections").  Seller shall provide to Buyer
     an  updated title insurance commitment within five
     (5)   days  after  the  date  hereof  (the  "Title
     Commitment  Update").   If  the  Title  Commitment
     Update  does  not  address all  of  Buyer's  Title
     Objections  to  the  reasonable  satisfaction   of
     Buyer,  then  Buyer may either (a) terminate  this
     Agreement  in  accordance with  Section  11(b)  by
     written  notice  to Seller within  five  (5)  days
     after  receipt of the Title Commitment  Update  or
     (b)   purchase   the  Property  subject   to   the
     Non-Permitted  Encumbrances (other  than  monetary
     liens that Seller is obligated to remove or insure
     around), and the Non-Permitted Encumbrances (other
     than  liens that Seller is obligated to remove  or
     insure   around)   shall  thereafter   be   deemed
     Permitted Encumbrances.

     2.   Section 7 of the Purchase Agreement shall also be
amended by adding thereto the following:

     Buyer  may, within five (5) days after receipt  of
     the  As-Built Survey to be delivered by Seller  to
     Buyer  pursuant to Section 5(m) hereof, object  in
     writing  to  matters reflected  on  such  As-Built
     Survey  so  long  as  (i) such objections  are  to
     matters   which  render  title  to  the   Property
     unmarketable,   which   constitute   a    material
     deviation  from  the  Site Plan  attached  to  the
     Lease,  or  which otherwise constitute a violation
     of  applicable  zoning ordinances  and  (ii)  such
     objections,  to the extent not previously  covered
     by Buyer's Title Objections, relate to matters not
     reflected   on  the  Boundary  Survey   heretofore
     delivered  by  Seller to Buyer.  Seller  may,  but
     shall not be obligated to, cure or remove any such
     survey objections made by Buyer in accordance with
     this Section 7.  If Seller does not cause all such
     survey  objections to be removed, cured or insured
     around  to Buyer's reasonable satisfaction  within
     fifteen (15) days after receipt by Seller of  such
     survey  objections,  then  Buyer  may  either  (a)
     terminate   this  Agreement  in  accordance   with
     Section 11(b) by delivering notice to Seller prior
     to  the expiration of such fifteen (15) day period
     or  (b)  purchase  the Property  subject  to  such
     survey objections.

     3.   The following shall be added as new subsection 9(e) of
the Purchase Agreement:

     (e)  Notwithstanding anything contained herein  to
     the  contrary,  in the event that  the  amount  of
     "Rent" (as defined in the Lease) is adjusted after
     the  Closing  pursuant  to Section  9.7.5  of  the
     Lease, the parties shall adjust the Purchase Price
     within  ten (10) days after determination of  such
     final  adjustment of Rent to an amount based  upon
     an  8.15% capitalization rate of the final  annual
     Rent  payable  by  Tenant under the  Lease.   Upon
     determination of the adjusted Purchase Price,  the
     amounts  due and owing from either party hereunder
     shall  be  paid  in  full  within  ten  (10)  days
     thereafter.


     4.   Notwithstanding assignment of the Lease to Buyer as
contemplated by Section 9 of the Purchase Agreement,  Seller
shall  remain liable for the performance of the  obligations
of Landlord under the Lease with respect to:  (i) Landlord's
obligations  under Sections 9.7.5 and 9.7.11 of  the  Lease;
and (ii) performance under any warranty claims received from
Tenant  with  respect  to  the  Premises  pursuant  to   the
"One-Year  Warranty" set forth in Section 9.4 of the  Lease.
The  provisions of this paragraph shall survive  Closing  of
the sale of the Property to Buyer, and the parties agree  to
confirm such survival in writing at Closing

     5.   Except as otherwise expressly amended hereby, the terms
and  conditions  of the Purchase Agreement shall  remain  in
full force and effect.

     6.   This First Amendment may be executed in counterparts
and by exchange of facsimile signatures, each of which shall
be  deemed  to  be  an  original, but all  of  which,  taken
together, shall constitute one and the same instrument.

     7.   Any capitalized terms not otherwise defined herein
shall have the meaning assigned to such term in the Purchase
Agreement.


     IN  WITNESS  WHEREOF, the Seller  and  the  Buyer  have
caused  their respective duly authorized representatives  to
execute  this First Amendment to Purchase and Sale Agreement
effective as of the date and year first above written.

                                   SELLER:

                                   ROUTE 31 & THOMPSON ROAD
                                   DEVELOPMENT, LLC
                                   a New York limited
                                   liability company

                                   By:  Westlake Holding,
                                        Inc., its sole
                                        member, a New York
                                        corporation

                                   By:  /s/ Joseph P Kane
                                   Name:    Joseph P. Kane
                                   Title:   President


                                   BUYER:

                                   AEI FUND MANAGEMENT, INC.,
                                   a Minnesota corporation


                                   By:  /s/ Robert P Johnson
                                   Name:    Robert P. Johnson
                                   Title:   President