PURCHASE AGREEMENT

                 KONA RESTAURANT GROUP, INC.

                        Longview, TX



This  Purchase Agreement (the "Agreement") entered into  and
effective  as  of  the  5th day of November,  2003,  by  and
between  Kona Restaurant Group, Inc. (the "Seller") and  AEI
Net  Lease Income & Growth Fund XIX Limited Partnership  and
AEI  Real  Estate  Fund  XVII Limited  Partnership,  or  its
assigns (the "Buyer").

1.    PROPERTY.  Seller holds an undivided 100% interest  in
the   fee  title  to  that  certain  real  property  legally
described  in  the  attached  Exhibit  "A"  (the  "Parcel").
Seller  wishes  to  sell and Buyer wishes  to  purchase  the
Parcel  and  all improvements thereon upon which Seller  has
developed a Johnny Carino's Country Italian restaurant  (the
"Improvements")   on  the  Parcel  (the   Parcel   and   the
Improvements collectively, the "Property").

2.    LEASE.   The  Property is being sold  subject  to  the
execution of a Lease on the Property by and between Buyer as
Lessor ("Lessor") and Seller as lessee (the "Lessee"),  (the
"Lease").

The  Lease  is  to  be  guaranteed by  Fired-Up,  Inc.  (the
"Guarantor").

3.   CLOSING DATE.  The closing date on the Buyer's purchase
of the Property shall be on or before November 15, 2003 (the
"Closing Date").

4.   PURCHASE PRICE.  The purchase price for the Property is
up  to two million three hundred fifty thousand ($2,350,000)
dollars  and shall be equal to the Annual Basic  Rental  (as
defined  in the Lease) for the first Rental Year (as defined
in  the  Lease)  capitalized at nine (9.00%)  percent,  (the
"Purchase  Price").  Beginning at the start  of  the  second
(2nd)  lease year and every lease year thereafter, including
any  renewal  terms, such annual rent will  increase  by  an
amount  equal  to  one (1.0%) of the prior year's  scheduled
annual  rent.  The term of the Lease shall be for  seventeen
(17)  years, with three (3) five (5) year options to  renew.
As  a  contingency to Buyer's obligations hereunder,  Seller
shall  supply  Buyer with an MAI appraisal of the  Property.
If  all  conditions  precedent  to  Buyer's  obligations  to
purchase  have  been  satisfied,  Buyer  shall  deposit  the
Purchase  Price with a title company acceptable to Buyer  as
described  in Article 6 hereof (the "Closing Agent")  on  or
before the Closing Date.

Within 15 (15) business days of the Closing Date, Buyer will
deposit twenty- thousand one hundred ($20,100) dollars  (the
"Earnest  Money")  in  an escrow account  with  the  Closing
Agent.   The  Earnest  Money will be  credited  against  the
Purchase  Price  paid by Buyer at closing when  and  if  the
transaction  contemplated herein  closes  and  the  sale  is
completed.  One  Hundred Dollars ($100.00) of  such  Earnest
Money  shall  be  considered  Option  Consideration  and  be
immediately   non-refundable  even  if  this  Agreement   is
terminated for any reason.

The balance of the Purchase Price of up to two million three
hundred  twenty  nine  thousand  nine  hundred  ($2,329,900)
dollars, is to be deposited by Buyer into an escrow  account
with the Closing Agent on or before the Closing Date.

5.    ESCROW.   Escrow shall be opened by  Seller  with  the
Closing  Agent upon execution of this Agreement.  A copy  of
this  Agreement  will be delivered to the Closing  Agent  by
Seller  and will serve as escrow instructions together  with
any  additional instructions required by Seller and/or Buyer
or  their  respective counsels.  Seller and Buyer  agree  to
cooperate  with  the Closing Agent and sign  any  additional
instructions  reasonably required by the  Closing  Agent  to
close  escrow.  If there is any conflict between  any  other
instructions  and  this  Agreement,  this  Agreement   shall
control.

6.    TITLE.  Seller shall deliver to Buyer a commitment for
an  TLTA  Owner's Policy of Title Insurance (TLTA owner-most
recent  edition) issued by Chicago Title Company (the "Title
Company") 14607 San Pedro Avenue, Suite 175, San Antonio, TX
78232 Attn:  Mary Furgason, insuring marketable title in the
Property, subject only to such matters as Buyer may  approve
and contain such endorsements as Buyer may require and which
are available under Texas law (the "Title Commitment").  The
Title  Commitment shall show Seller as the present fee owner
of  the  Property  and show Buyer as the  fee  owner  to  be
insured.   The  Title  Commitment  shall  also  include   an
itemization   of   all  outstanding  and   pending   special
assessments  and  an  itemization  of  taxes  affecting  the
Property and the tax year to which they relate, shall  state
whether  taxes  are  current and if not,  show  the  amounts
unpaid,  the  tax parcel identification numbers and  whether
the tax parcel includes property other than the Property  to
be  purchased.   All easements, restrictions, documents  and
other items affecting title shall be listed in Schedule  "B"
of the Title Commitment.  Copies of all instruments creating
such exceptions must be attached to the Title Commitment.

Buyer  shall be allowed ten (10) business days after receipt
of  the  Title  Commitment  and  copies  of  all  underlying
documents or until the end of the First Contingency  Period,
whichever  is  later  to  be consistent  with  Article  8.01
hereof,  for  examination and the making of  any  objections
thereto,  said  objections to be made in writing  or  deemed
waived.  If any objections are so made, the Seller shall  be
allowed thirty (30) days to cure such objections or  in  the
alternative  to  obtain  a commitment  for  insurable  title
insuring over Buyer's objections.  If Seller shall decide to
make no efforts to cure Buyer's objections, or is unable  to
obtain  insurable title within said thirty (30) day  period,
this  Agreement  shall be null and void and  of  no  further
force and effect and the Earnest Money shall be returned  in
full  to Buyer immediately and neither party shall have  any
further duties or obligations to the other hereunder.

The  Buyer shall also have ten (10) business days to  review
and  approve  any  easement, lien,  hypothecation  or  other
encumbrance  placed of record affecting the  Property  after
the  date of the Title Commitment. If necessary, the Closing
Date  shall be extended by the number of days necessary  for
the  Buyer to have ten (10) business days to review any such
items.   Such  ten  (10) business day  review  period  shall
commence  on the date the Buyer is provided with  a  legible
copy  of  the instrument creating such exception  to  title.
The  Seller agrees to inform the Buyer of any item  executed
by  the Seller placed of record affecting the Property after
the date of the Title Commitment.  If any objections are  so
made,  the Seller shall be allowed thirty (30) days to  cure
such objections or in the alternative to obtain a commitment
for  insurable  title insuring over Buyer's objections.   If
Seller  shall  decide  to make no efforts  to  cure  Buyer's
objections,  or is unable to obtain insurable  title  within
said  thirty (30) day period, this Agreement shall  be  null
and  void and of no further force and effect and the Earnest
Money  shall  be  returned in full to Buyer immediately  and
neither  party shall have any further duties or  obligations
to the other hereunder.

7.    SITE  INSPECTION.  As a condition precedent to Buyer's
obligations  hereunder, the Property shall be inspected  and
approved by Buyer.  Said inspection shall be completed prior
to  the  end  of the First Contingency Period  described  in
Article 8.01 hereof.

8.   DUE DILIGENCE AND CONTINGENCY PERIODS.

8.01  FIRST  DUE  DILIGENCE DOCUMENTS AND FIRST  CONTINGENCY
PERIOD.   Buyer  shall  have until  the  end  of  the  First
Contingency  Period  to  review  the  First  Due   Diligence
Documents, to conduct all of its inspections, due  diligence
and review to satisfy itself regarding the Property and this
transaction.  The First Contingency Period shall be  defined
as  the  later of 1) the end of the business day on November
10,  2003,  or  2) the end of the tenth (10th) business  day
after  the  delivery  of  all of  the  First  Due  Diligence
Documents to be delivered by Seller. The First Due Diligence
Documents  are  obtained  at  the  Seller's  expense  unless
specifically designated herein to be obtained by Buyer,  and
such documents to be of current or recent date and certified
to Buyer.  The First Due Diligence Documents are:

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

     (b)  Final   As-Built  TLTA  boundary  survey  of   the
          Property  as  described on  Exhibit  "B"  attached
          hereto.

     (c)  Phase   I  environmental  assessment  report   and
          Reliance Letter prepared by a company satisfactory
          to  Buyer  containing evidence that  the  Property
          complies   with  all  federal,  state  and   local
          environmental regulations;

     (d)  Copies  of  the  insurance polices  and  insurance
          certificates for Lessee as required by the Lease;

     (e)  Final   plans    and    specifications   for   the
          Improvements;

     (f)  Zoning compliance letter from the municipality  or
          county  exercising  land  use  control  over   the
          Property  in  form and substance  satisfactory  to
          Buyer, to be obtained by Buyer;

     (g)  UCC  searches  on Lessee from the offices  of  the
          state and county recorder in which the Property is
          located;

     (h)  Financial    statements   of   the   Lessee    and
          Guarantor(s) as described on Exhibit "C"  attached
          hereto;

     (i)  Site plan and map(s) showing site and location  of
          competition;

     (j)  Demographic report showing data on trade area  and
          the neighborhood, if available;

     (k)  Copies  of the Articles of Incorporation, the  By-
          Laws  and  a current Certificate of Good  Standing
          for the Lessee and Guarantor(s), together with all
          other  documents  Buyer  or  Title  Company   deem
          necessary to support the authority of the  persons
          executing  any documents on behalf of the  Seller,
          Lessee or Guarantor(s);

     (l)  Soils report;

     (m)  Utility contacts for telephone, sewer, water, electric
          and gas including company name, contact person, address,
          telephone and fax number; and

All  of  the above-described documents (a) through  (m)  are
hereinafter   collectively   the   "First   Due    Diligence
Documents").

      After  receipt and review of the First  Due  Diligence
Documents or after Buyer's inspection of the Property, Buyer
may  cancel  this  Agreement for  any  reason  in  its  sole
discretion  by  delivering  a  cancellation  notice,  return
receipt requested, to Seller and Closing Agent prior to  the
end  of  the First Contingency Period and the Earnest  Money
shall  be returned in full to Buyer immediately and  neither
party  shall have any further duties or obligations  to  the
other hereunder.  Such notice shall be deemed effective upon
receipt by Seller.

8.02  FORM  OF CLOSING DOCUMENTS.  Prior to the end  of  the
First  Contingency Period, Seller and Buyer shall  agree  on
the form of the following documents to be delivered to Buyer
on  the  Closing Date by Seller as set forth in  Article  14
hereof:

     (a)  Special warranty deed;

     (b)  Seller's and Guarantor's Affidavit;

     (c)  FIRPTA Affidavit;

     (d)  Sublease  between Seller and its subsidiary(s)  to
          the  terms  and  conditions of  the  Lease  to  be
          entered into between Buyer and Seller;

     (e)  Assignment of warranties from the party or parties
     constructing the    Improvements on the Property;

     (f)   Opinion  of  Counsel re:  enforceability  of  the
     Lease;

     (g)  Opinion of Counsel re: due authority of the Lessee
     and Guarantor(s);

     (h)  Certificate of Completion executed by the  project
          architect,  general  contractor  and  Seller,   or
          Architect's  Certificate,  certifying   that   the
          Improvements  have  been completed  in  accordance
          with  the  plans and specifications and the  soils
          report  for  the  Property  and  comply  with  all
          applicable building, zoning, energy, environmental
          laws   and  regulations  and  the  Americans  with
          Disabilities Act;


     (i)    Hazardous Substances Indemnification Agreement;

     (j)  Lease; and

     (k)  Guarantee of Lease.

The  above  documents  shall  take  the  form  of  documents
previously  agreed  to between the parties,  except  as  the
parties  may  otherwise mutually agree.  In the  event  that
Seller  and Buyer do not reach mutual agreement on the  form
of  the  above described documents (a) through (k) prior  to
the  end of the First Contingency Period, this Agreement may
be  terminated  by either Seller or Buyer  and  the  Earnest
Money shall be returned in full to the Buyer immediately and
neither  party shall have any further duties or  obligations
to the other hereunder.

8.03  SECOND  DUE DILIGENCE DOCUMENTS AND SECOND CONTINGENCY
PERIOD.   As  soon as available, but in any event  no  later
than  at  least five(5) business days prior to  the  Closing
Date (the "Second Contingency Period"), Seller shall deliver
to Buyer the following items for review and acceptance:

     (a)   MAI  appraisal, stating the value of the Property
     with the completed  Improvements thereon;

     (b)  A current financial statement of Seller Lessee and
          Guarantor (s), certified as true and correct by an
          appropriate officer of Seller;

     (c)  Any documents or written summary of facts known to
          Seller that materially change or render incomplete, invalid,
          or inaccurate any of the First Due Diligence Documents;

     (d)  Certificate of Completion executed by the  project
          architect, general contractor and the Seller, in form and
          substance as agreed to between the Seller and Buyer prior to
          the end of the First Contingency Period; and

     (e)  Copies of all warranties from the party or parties
          constructing the Improvements on the Property.

(All  of  the above-described documents (a) through (e)  are
hereinafter   collectively   the   "Second   Due   Diligence
Documents").

Buyer  shall have five (5) business days to examine  and  to
accept  all  of  the  above-described Second  Due  Diligence
Documents.   After Buyer's receipt and review of the  Second
Due Diligence Documents, Buyer may cancel this Agreement  if
any of the Second Due Diligence Documents are not acceptable
to   Buyer,   in  its  sole  discretion,  by  delivering   a
cancellation  notice,  as provided  herein,  to  Seller  and
Closing  Agent  prior to the end of the  Second  Contingency
Period.   Such notice shall be deemed effective upon receipt
by  Seller.  If  Buyer  so terminates  this  Agreement,  the
Earnest Money shall be returned in full to Buyer immediately
and  thereafter neither party shall have any further  duties
or obligations to the other hereunder.

It  shall be a condition precedent to Buyer's obligations to
close hereunder that there have been no material changes  in
any  of the information reflected in the First or Second Due
Diligence  Documents  after the date of  such  document  and
prior to closing.

Until  this  Agreement  is terminated  or  the  Closing  has
occurred,  the  Seller  shall  deliver  to  the  Buyer   any
documentation  that  comes in the Seller's  possession  that
modifies any of the First or Second Due Diligence Documents,
or  could  render any of the First or Second  Due  Diligence
Documents materially inaccurate, incomplete or invalid.  The
Buyer  shall,  in  any event, have five  (5)  business  days
before the Closing Date to review any such document and,  if
necessary, the Closing Date shall be extended by the  number
of  days  necessary for the Buyer to have five (5)  business
days to review any such document or documents.

9.    CLOSING COSTS.  Seller shall pay all costs of closing,
including,  but not limited to, the owner's title  insurance
policy,  recording  fees, escrow  fees,  the  costs  of  the
updating  and certifying all Due Diligence Documents  unless
otherwise designated herein to be paid by Buyer and  Buyer's
attorneys' fees.

10.   REAL  ESTATE TAXES AND ASSESSMENTS.  Seller represents
to  Buyer that to the best of its knowledge, all real estate
taxes  and  installments  of  special  assessments  due  and
payable  on or before the Closing Date have been or will  be
paid  in  full  as  of the Closing Date.  It  is  understood
between  Seller and Buyer that all unpaid levied and pending
special assessments are paid by the Lessee and shall be  the
responsibility  of  the Lessee under  the  Lease  after  the
Closing Date.

11.  PRORATIONS. The Buyer and the Seller, as of the Closing
Date,  shall prorate: (i) all rent due under the  Lease,  if
any, (ii) ad valorem taxes, personal property taxes, charges
or  assignments affecting the Property (on a  calendar  year
basis), (iii) utility charges, including charges for  water,
gas,  electricity,  and sewer, if any, (iv)  other  expenses
relating to the Property which have accrued but not paid  as
of   the   Closing  Date,  based  upon  the   most   current
ascertainable   tax   bill   and  other   relevant   billing
information, including any charges arising under any of  the
encumbrances   to   the  Property.   To  the   extent   that
information for any such proration is not available  on  the
Closing  Date or if the actual amount of such taxes, charges
or  expenses differs from the amount used in the  prorations
at  closing,  then  the parties shall make  any  adjustments
necessary  so  that the prorations at closing  are  adjusted
based  upon  the  actual amount of such  taxes,  charges  or
expenses.   The  parties agree to make such reprorations  as
soon  as  possible after the actual amount  of  real  estate
taxes,  charges  or  expenses prorated  at  closing  becomes
available.

12.    SELLER'S  REPRESENTATIONS  AND  WARRANTIES.    Seller
represents and warrants as of this date and to the  best  of
Seller's knowledge after due inquiry that:

     (a)  Except  for this Agreement Seller is not aware  of
          any other agreements or leases with respect to the
          Property,   relating  to  transfer  of  ownership,
          except  the  Lease  between  Seller  and  Carino's
          Italian   Kitchen,   Inc.   (its   wholly    owned
          subsidiary) ("Carino's") and a sublease of the bar
          area by Carino's to JC Longview Club, Inc., a non-
          profit   corporation.  At  closing,  Seller   will
          terminate the Lease with Carino's and enter into a
          Sublease  for  the entire Premises with  Carino's,
          and  Carino's will then further sublease  the  bar
          area to JC Longview Club, Inc.

     (b)  Seller  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 hereunder.

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

     (d)  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;

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

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

     (g)  The  use and operation of the Property now  is  in
          full  compliance with applicable local, state  and
          federal   laws,   ordinances,   regulations    and
          requirements;

     (h)  Seller has not caused or permitted any, and to the
          best of Seller's knowledge after due inquiry,  the
          Property is not in violation of any federal, state
          or local law, ordinance or regulations relating to
          industrial   hygiene  or  to   the   environmental
          conditions,  on,  under  or  about  the  Property,
          including,   but   not  limited   to,   soil   and
          groundwater conditions.  There is no proceeding or
          inquiry by any governmental authority with respect
          to  the  presence  of hazardous materials  on  the
          Property  or the migration of hazardous  materials
          from or to other property;

     (i)  These   Seller's  representations  and  warranties
          deemed  to  be true and correct as of the  Closing
          Date and shall survive the closing.

13.    BUYER'S   REPRESENTATIONS  AND   WARRANTIES.    Buyer
represents and warrants to Seller that:

     (a)  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 hereunder;

     (b)  Neither   the  execution  and  delivery  of   this
          Agreement  nor the consummation of the transaction
          contemplated  hereunder  will  violate  or  be  in
          conflict with any agreement or instrument to which
          Buyer is a party or by which Buyer is bound;

     (c)  These   Buyer's  representations  and   warranties
          deemed  to  be true and correct as of the  Closing
          Date and shall survive the closing.




14.  CLOSING.

(a)   Three  (3)  days  prior  to  the  Closing  Date,  with
simultaneous copy to Buyer, Seller will deposit into  escrow
with  the Closing Agent the following documents on or before
the Closing Date:

     (1)  A  special warranty deed conveying insurable title
          to the Property to Buyer, in form and substance as
          agreed  to  between Seller and  Buyer  during  the
          First Contingency Period;

     (2)  Estoppel letter from Lessee, in form and substance
          as  agreed to between Seller and Buyer during  the
          First Contingency Period;

     (2)  Affidavit  of Seller and Guarantor,  in  form  and
          substance  as agreed to between Seller  and  Buyer
          during the First Contingency Period;

     (3)  FIRPTA  Affidavit, in form and substance as agreed
          to  between  Seller  and Buyer  during  the  First
          Contingency Period;

     (4)  Any   documentation  modifying  the  Lease  and/or
          Guaranty as may be required by Buyer and agreed to
          between   Buyer  and  Seller  during   the   First
          Contingency Period;

     (5)  Hazardous Substances Indemnification Agreement  of
          Seller  in form and substance as agreed to between
          Seller  and  Buyer  during the  First  Contingency
          Period;

     (6)  Opinion of Counsel regarding enforceability of the
          Lease  and  compliance with  local  law  (from  an
          attorney  acceptable to Buyer in the  state  where
          the Property is located) in form and substance  as
          agreed  to  between Seller and  Buyer  during  the
          First Contingency Period;

     (7)  Opinion  of  Counsel regarding  due  authority  of
          Lessee and execution and delivery of the Lease  by
          Lessee  (from  Lessee's counsel), in  a  form  and
          substance  as agreed to between Seller  and  Buyer
          during the First Contingency Period ;

     (8)  Assignments  of  all warranties (and  the  written
          consents  of the assignments thereof by the  party
          giving  the  warranty) from the party  or  parties
          constructing the Improvements on the Property.

     (9)  Original insurance policy of Lessee as required by
          the Lease;

     (10) Copy  of  the  final unconditional Certificate  of
          Occupancy  for  the Property authorizing  Lessee's
          use and occupancy of the Property;

     (11) Certificate of Completion executed by the  project
          architect,  general contractor and the Seller,  in
          form and substance as agreed to between the Seller
          and   Buyer   prior  to  the  end  of  the   First
          Contingency Period;

     (12) A down-dated title commitment for an owner's title
          insurance  policy,   reflecting   only   permitted
          exceptions  approved  by Buyer  during  the  First
          Contingency  Period and including all endorsements
          required   by   Buyer,   with   all   Schedule   C
          requirements removed;

     (13) Copies  of  any  and  all  certificates,  permits,
          licenses   and   other   authorizations   of   any
          governmental body or authority which are necessary
          to   permit   the   use  and  occupancy   of   the
          Improvements;

     (14) Certified project cost statement, signed by Seller,
          itemizing  the  following costs: land  acquisition,
          building construction and site work;

     (15) Guarantee of Lease; and

     (16) Executed Lease.

(b)   On or before the Closing Date, Buyer will deposit  the
Purchase  Price,  less any Earnest Money, with  the  Closing
Agent;

(c)  Both parties will sign and deliver to the Closing Agent
any other documents reasonably required by the Closing Agent
and/or the Title Company.

15.  TERMINATION.  This Agreement may be terminated prior to
closing at Buyer's option and the Earnest Money returned  to
Buyer  in  full  immediately  in the event  of  any  of  the
following occurrences:

     (a)  Seller  fails  to  comply with any  of  the  terms
          hereof;

     (b)  A   default   exists  in  any  material  financial
          obligation of Seller, Lessee or Guarantor(s);

     (c)  Any   representation  made  or  contained  in  any
          submission from Seller, Lessee or Guarantor(s), or
          in  the  Due  Diligence Documents,  proves  to  be
          untrue  in  any  material  respect,  substantially
          false or misleading in any material respect at any
          time prior to the Closing Date;

     (d)  There  has been a material adverse change  in  the
          financial  condition of Lessee or Guarantor(s)  or
          there   shall  be  a  material  action,  suit   or
          proceeding  pending or threatened against  Seller,
          which  affects  Seller's ability to perform  under
          this  Agreement or against Lessee or Guarantor(s),
          which   affects  their  respective  abilities   to
          perform under the Lease or Guaranty;

     (e)  Any    bankruptcy,   reorganization,   insolvency,
          withdrawal, or similar proceeding is instituted by
          or against Seller or Lessee or Guarantor(s);

     (f)  Seller, Lessee or Guarantor(s) shall be dissolved,
          liquidated or wound up;

     (g)  Lessee  does  not take possession of the  Property
          and/or commence paying rent under the Lease by the
          Closing Date;

     (h)  Notice  given  by Buyer pursuant to any  right  of
          termination herein.

16.  DAMAGES, DESTRUCTION AND EMINENT DOMAIN.  If, prior  to
the  Closing Date, the Property, or any part thereof, should
be  destroyed  or further damaged by fire, the elements,  or
any cause, due to events occurring subsequent to the date of
this  Agreement, this Agreement shall become null and  void,
at  Buyer's  option, exercised by written notice  to  Seller
within  ten  (10)  business 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 (a) all contingencies set  forth  in
Article 8 hereof have been satisfied, or waived; and (b) any
period  provided for above in Article 8 hereof 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
resulting from said damage or destruction to the extent that
the same are payable with respect to damage to the Property,
subject to the rights of the Lessee under the Lease.

     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 all the Seller's right,  title
and interest in and to any award made, or to be made, in the
condemnation proceeding, subject to the rights of the Lessee
under the Lease.

In  the event that this Agreement is terminated by Buyer  as
provided above, the Earnest Money shall be returned to Buyer
immediately  after  execution by  Buyer  of  such  documents
reasonably  requested by Seller to evidence the  termination
hereof.

17.  NOTICES.  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.

If to Seller:  Kona Restaurant Group, Inc.
               20308 Highway 71 West
               Spicewood, TX  78669
               Attention:  Norman Abdallah
               Phone No.:  512-263-0800

If to Buyer:   AEI Fund Management, Inc.
               1300 Wells Fargo Place
               30 E. 7th Street
               St. Paul, Minnesota 55101
               Attention:  Robert P. Johnson
               Phone No.: (612) 227-7333

Notice  shall  be  deemed received  48  hours  after  proper
deposit in U.S. Mail, or 24 hours after proper deposit  with
a nationally recognized overnight courier.

18.  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 agreement or  understandings.
Exhibits  attached  to this Agreement are incorporated  into
this Agreement.

b.    If  the  transaction contemplated hereunder  does  not
close  by the Closing Date, through no fault of Buyer, Buyer
may  either,  at  it  election,  extend  the  Closing  Date,
exercise  any  remedy available to it by law,  or  terminate
this  Agreement and receive its Earnest Money back  in  full
immediately.

c.    This  Agreement shall be assignable by Buyer,  at  its
option,  in  whole or in part, in such manner as  Buyer  may
determine, to an affiliate of affiliates of Buyer.

d.    The  Buyer and Seller each warrant to the  other  that
neither  party  hereto  has had any dealing  with  any  real
estate brokers or salespersons which would result in a claim
for a commission.



19.   Base Rent reduction.  Buyer shall provide in the Lease
for the Lessee to be able anytime in the first 18 months  of
the  Lease,  to "buy-down" the Base Rent by the  payment  of
$300,000, resulting in a corresponding $27,000 reduction  in
the  Base Rent then payable.  Buyer and Seller must mutually
agree  on  the  language describing such  provision  in  the
Lease.

Buyer  is  submitting this offer by signing a copy  of  this
Agreement  and  delivering it to Seller.  Seller  has  until
October 15, 2003, within which time to accept this offer  by
signing  and  returning  this  Agreement  to  Buyer.    When
executed  by both parties, this Agreement will be a  binding
agreement for valid and sufficient consideration which  will
bind   and   benefit  Seller,  Buyer  and  their  respective
successors and assigns.


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

SELLER:
KONA RESTAURANT GROUP, INC.

By: /s/ Sheri Strehle
Printed Name: Sheri Strehle
Its: Chief Financial Officer



BUYER:

AEI Real Estate Fund XVII Limited Partnership

BY:  AEI Fund Management XVII, Inc.

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



AEI Income & Growth Fund XIX Limited Partnership

BY:     AEI Fund Management XIX, Inc.

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



                         EXHIBIT "A"

All  that certain lot, tract or parcel of land being Lot  4,
Block  1, Home Depot, a subdivision situated in the City  of
Longview, Texas, and being a part of the P.P. Rains  Survey,
Abstract No. 258, Gregg County, Texas, according to the plat
recorded  under County Clerk's file No. 200104373,  Official
Public Records, Gregg County, Texas.