PURCHASE AGREEMENT
               Applebee's Neighborhood Grill & Bar
                          Ashland, Ohio

This  AGREEMENT, entered into effective as of the 7th of October,
2004.

l.    PARTIES.  Seller  is  AEI Real  Estate  Fund  XVII  Limited
Partnership  ("Seller") which owns an undivided 100% interest  in
the fee title to that certain real property legally described  in
the  attached  Exhibit "A" (the "Property")  Buyer is  Gerald  N.
Becker  and  Mary K. Becker, as joint tenants ("Buyer").   Seller
wishes to sell and Buyer wishes to buy the Property.

2.    PROPERTY.  The  Property  to  be  sold  to  Buyer  in  this
transaction consists of an undivided 100% percentage interest the
Property.    Seller  owns  no  interest  in  any  personalty   in
connection with the Property.

3.    PURCHASE  PRICE.  The purchase price  for  this  percentage
interest in the Property is $2,484,400, all cash.

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

(A).  Buyer  will  deposit the balance  of  the  purchase  price,
$2,484,400  (the "First Payment") into escrow in sufficient  time
to allow escrow to close on the closing date.

5.    CLOSING DATE. Escrow shall close on or before 45 days  from
execution of this agreement.

6.    DUE  DILIGENCE. Buyer will have 30 days from the  Effective
Date  of this Agreement (the "Review Period") to conduct  all  of
its  inspections  and due diligence and satisfy itself  regarding
the  Property and this transaction. Buyer agrees to indemnify and
hold  Seller  harmless for any loss or damage to the Property  or
persons  caused  by  Buyer  or its agents  arising  out  of  such
physical  inspections of the Property.  Within ten  days  of  the
Effective Date of this Agreement, Seller shall provide (except as
explained below, in Item A):

(A).  One  copy  of a title insurance commitment for  an  Owner's
Title  insurance policy (see paragraph 8 below), will deliver  to
Buyer as soon as third party title insurance company provides  to
Seller.

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

(C).  A  copy  of an "as built" survey of the Property  completed
concurrent   with  Seller's  acquisition  of  the  Property,   if
available in Seller's possession.

(D).  A copy of any Phase I Environmental Report on the Property,
if available in Seller's possession.

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

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  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),  Seller  (after execution of such documents  reasonably
requested  by  Seller to evidence the termination  hereof)  shall
return to Buyer any money Buyer may have in escrow 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 Seller or anyone else.

Unless this Agreement is canceled by Buyer pursuant to the  terms
hereof,   if  Buyer  fails  to  make  the  First  Payment   Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller  then may, at its option, 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
Seller  may exercise its rights under Section 14 hereof. If  this
Agreement  is  not canceled and the First 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;
all  matters of public record; and other items disclosed to Buyer
during the Review Period.

Buyer  shall be allowed five (5) business 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, Seller shall be
allowed  sixty  (60) days to cure such objections and  make  such
title  marketable 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 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) 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.

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
to  the  Buyer of satisfaction of Buyer's objections, 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 to broker's representing Seller. If Buyer shall decide to
purchase  title  insurance,  then Buyer  will  pay  the  cost  of
obtaining  a Standard Owners Title Insurance Policy in  the  full
amount of the purchase price. Buyer will pay all recording  fees,
transfer taxes and clerk's fees imposed upon the recording of the
deed,  one-half of the escrow fees, and the cost of an update  to
the  Survey  in Sellers 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 Property is subject to a  net  lease  (as
further  set forth in paragraph 11(A)(1), the parties acknowledge
that  there  shall  be no need for a real estate  tax  proration.
However,   Seller  warrants  that  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,  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. 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 Property.

(B). All income and all operating expenses from the Property,  if
any,  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. Buyer shall be entitled to  all  income
earned and shall be responsible for all operating expenses of the
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:

1.   Except for the Lease Agreement in existence between PRECO II
CRIC  LLC and APPLE OHIO LLC ("Tenant"), dated October 21,  2003,
as  Assigned  to  AEI  Real Estate Fund XVII Limited  Partnership
(Landlord) in that Assignment and Assumption of Lease dated April
30,  2004 between PRECO II CRIC LLC and AEI Real Estate Fund XVII
Limited Partnership, as guaranteed by Apple American Group LLC in
that Guaranty dated October 21, 2003 (the "Lease"), Seller is not
aware of any leases of the Property.

2.    If  the Right of First Refusal to the benefit of the Lessee
for the duration of the Lease, including any renewal terms, is in
effect,  then Seller's obligations hereunder are contingent  upon
Seller  successfully obtaining Lessee's waiver of such  right  of
first refusal with respect to this transaction.

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

4.    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 Seller after  the  closing
date, except as follows:

(A)   Consent  Agreement dated April 30, 2004, and  the  Landlord
Agreement dated October 21, 2003.

(B).  Provided that Buyer performs its obligations  as  required,
Seller agrees that it will not enter into any new contracts  that
would  materially  affect the Property and be binding  on  Seller
after the Closing Date without Buyer's prior consent, which  will
not be unreasonably withheld.


12.  DISCLOSURES.

(A).  Seller  has  not  received  any  notice  of  any  material,
physical,  or  mechanical  defects  of  the  Property,  including
without limitation, the plumbing, heating, air conditioning,  and
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  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  such notice 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 Property after the Closing  in  the
manner in which the 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 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 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 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 Property either before or after the  Closing
Date,  except  such Hazardous Materials on or in connection  with
the  Property  arising  out  of  Seller's  gross  negligence   or
intentional misconduct. 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
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 PROPERTY AND SUCH FINANCIAL INFORMATION CONCERNING
THE  LESSEE  AND  ANY GUARANTORS OF THE LEASE  AS  BUYER  OR  ITS
ADVISORS  SHALL  REQUEST  AND AS MAY BE IN  SELLER'S  POSSESSION,
BUYER  IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY
AND  NOT ON ANY REPRESENTATIONS OR INFORMATION PROVIDED BY SELLER
OR  TO  BE PROVIDED BY SELLER, EXCEPT AS SET FORTH HEREIN.  BUYER
FURTHER  ACKNOWLEDGES THAT THE INFORMATION  PROVIDED,  OR  TO  BE
PROVIDED,  BY  SELLER WITH RESPECT TO THE PROPERTY, THE  PROPERTY
AND  TO THE LESSEE AND ANY GUARANTORS OF LEASE, WAS OBTAINED FROM
A  VARIETY  OF  SOURCES AND SELLER HAS NOT (A)  MADE  INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION, AND (B)  MAKES
NO  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 - WHERE 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,  SUITABILITY  FOR  LEASE,
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. Seller will also deliver an Estoppel Certificate certified
by Seller (or if available, by Lessee) as to the absence of known
defaults by Lessee and Lessor under the Lease

(B).  On  or  before  the closing date, Buyer will  deposit  into
escrow  the  balance  of the Purchase Price when  required  under
Section 4 and any additional funds required of Buyer (pursuant to
this agreement or any other agreement executed by Buyer) to close
escrow. Both parties will 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 ready 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 deposited the balance of the First
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 actual, 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:

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

(2).  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.

(3). 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 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 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 Property, subject to  rights
of any Tenant of the 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 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 Property, subject to rights of any Tenant of  the
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.   1031  EXCHANGE.   If Buyer is purchasing  the  Property  as
"replacement  property" to for purposes of 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 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 First American Exchange  Company,
LLC who will act as Accommodator to perfect the 1031 exchange  by
preparing an agreement of exchange of Real Property whereby First
American Exchange Company, LLC 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 First American Exchange Company, LLC,  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 13 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 13 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 the Closing Date through no
fault  of Seller, Seller may, 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.

If to Seller:

AEI Real Estate Fund XVII Limited Partnership
30 East Seventh Street, Suite 1300
St. Paul, MN 55101

If to Buyer:

Gerald N. Becker and Mary K. Becker,
as joint tenants
18741 Twin Lakes Road
Elk River, MN 55330


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 Ohio.

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


BUYER:

Gerald N. Becker


By: /s/ Gerald N Becker
        Gerald N. Becker


Mary K. Becker


By: /s/ Mary K Becker
        Mary K. Becker


SELLER:

AEI Real Estate Fund XVII Limited Partnership, a Minnesota
limited partnership

By:  AEI Fund Management XVII, Inc., a Minnesota corporation


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





                            EXHIBIT A

                        LEGAL DESCRIPTION

SITUATED IN THE CITY OF ASHLAND, COUNTY OF ASHLAND, STATE OF OHIO
AND  KNOWN AS BEING PART OF THE SOUTHWEST QUARTER OF SECTION  24,
TOWNSHIP  24, UNION TOWNSHIP, RANGE 17, AND ALSO KNOWN  AS  BEING
PART  OF  PARCEL 3 AND PART OF PARCEL 4 OF THE SUBDIVISION  OF  A
PORTION   OF   THE  BOYER  PROPERTY  FOR  DEVELOPERS  DIVERSIFIED
ENTERPRISES LTD. AS RECORDED IN PLAT CABINET 1, PAGE  26  OF  THE
ASHLAND COUNTY RECORDS;

BEGINNING  AT  A  POINT,  WHICH IS THE SOUTHWEST  CORNER  OF  THE
SOUTHWEST QUARTER OF SECTION 24;

THENCE  SOUTH 86 DEG. 29' 37" EAST, ALONG THE SOUTHERLY  LINE  OF
SAID  SECTION 24 AND THE CENTERLINE OF TOWNSHIP HIGHWAY NO. 1506,
A  DISTANCE OF 1120.70 FEET TO A POINT AT THE INTERSECTION OF THE
SOUTHERLY  LINE  OF  SAID  SECTION  24  WITH  THE  CENTERLINE  OF
CLAREMONT ABENUE (OLD U.S. ROUTE NO. 42);

THENCE  NORTH 58 DEG. 14' 21" EAST, ALONG THE CENTERLINE OF  SAID
CLAREMONT  AVENUE  A  DISTANCE OF  664.54  FEET  TO  A  POINT  OF
CURVATURE;

THENE  CONTINUING THE CENTERLINE OF SAID CLAREMONT AVENUE,  ALONG
THE  ARC OF A CIRCLE DEFLECTING TO THELEFT HAVING A CENTRAL ANGLE
OF  04  DEG 30' 04", A RADIUS OF 5729.58 FEET A TANGENT OF 225.17
FEET,  A CHORD OF 449.99 FEET, A CHORD BEARING NORTH 55 DEG.  59'
10"  EAST, AND AN ARC LENGTH OF 450.11 FEET TO A POINT, WHICH  IS
THE  TRUE  PLACE  OF  BEGINNING FOR THE  PARCEL  OF  LAND  HEREIN
DESCRIBED;

THENCE  NORTH  36 DEG. 12' 43" WEST, PASSING OVER A  5/8"  CAPPED
REBAR  (GBC DESIGN, INC.) SET AT 30.00 FEET, A DISTANCE OF  79.99
FEET TO A 5/8" CAPPED REBAR (GBC DESIGN, INC.) SET A T A POINT OF
CURVATURE;

THENCE  ALONG THE ARC OF A CIRCLE CURVING TO THE RIGHT  HAVING  A
CENTRAL  ANGLE  OF  39 DEG 57' 44", A RADIUS OF  100.00  FEET,  A
TANGENT  OF  36.36 FEET, A CHORD OF 68.34 FEET, A  CHORD  BEARING
NORTH 16 DEG. 13' 51" WEST, AND AN ARC LENGTH OF 69.75 FEET TO  A
5/8" CAPPED REBAR (GBC DESIGN INC.) SET AT A POINT OF TANGENCY;

THENCE NORTH 03 DEG. 45' 01" EAST A DISTANCE OF 221.25 FEET TO  A
5/8" CAPPED REBAR (GBC DESIGN, INC). SET AT A POINT OF CURVATURE,
THENCE  ALONG THE ARC OF A CIRCLE CURVING TO THE RIGHT  HAVING  A
CENTRAL  ANGLE  OF  89 DEG. 58' 53", A RADIUS OF  10.00  FEET,  A
TANGENT, OF 10 FEET, A CHORD OF 14.14 FEET, A CHORD BEARING NORTH
48  DEG. 44' 28" EAST, AND AN ARC LENGTH OF 15.70 FEET TO A  5/8"
CAPPED REBAR (GBC DESIGN INC.) SET AT A POINT OF TANGENCY; THENCE
SOUTH  86 DEG. 16' 06" EAST A DISTANCE OF 254.83 FEET TO  A  5/8"
CAPPED  REBAR (GBC DESIGN, INC.) SET AT A POINT; THENCE SOUTH  38
DEG.  39'  39"  EAST, ALONG THE EASTERLY LINE OF SAID  PARCEL  4,
PASSING OVER A 5/8" CAPPED REBAR (GBC DESIGN, INC.) SET AT 110.29
FEET, A DISTANCE OF 140.29 FEET TO A POINT; THENCE SOUTH 51  DEG.
20'  21"  WEST,  ALONG  THE CENTERLINE  LINE  OF  SAID  CLAREMONT
AVENUE,  ALSO  BEING  THE OSUTHERLY LINE  OF  SAID  PARCEL  4,  A
DISTANCE  OF  141.22  FEET  TO  A  POINT  OF  CURVATURE;   THENCE
CONTINUING  ALONG THE CENTERLINE OF SAID CLAREMONT  AVENUE,  ALSO
BEING  THE  SOUTHERLY LINE OF SAID PARCEL 3 AND  SAID  PARCEL  4,
ALONG  THE ARC OF A CIRCLE CURVING TO THE RIGHT HAVING A  CENTRAL
ANGLE OF 02 DEG. 23' 56", A RADIUS OF 5729.58 FEET, A TANGENT  OF
119.96  FEET,  A CHORD OF 239.88 FEET, A CHORD BEARING  SOUTH  52
DEG.  32' 19" WEST, AND AN ARC LENGTH OF 239.89FEET, TO THE  TRUE
PLACE  OF BEGINNING AND CONTAINING 1.9366 ACRES OF LAND, MORE  OR
LESS,  (1.1131 ACRES BEING LOCATED IN SAID PARCEL  3  AND  0.8235
ACRES BEING LOCATED IN SAID PARCEL 4), AS SURVEYED IN APRIL  2004
BY  LOUIS GIFFELS, REGISTERED SURVEYOR NO. 7790, WITH GBC DESIGN,
INC.  BUT  SUBJECT  TO ALL LEGAL HIGHWAYS AND  ANY  RESTRICTIONS,
RESERVATIONS OR EASEMENTS OF RECORD.

TOGETHER  WITH  THE  EASEMENTS AS SET FORTH IN THE  RESTRICTIONS,
COVENANTS  AND  CONDITIONS CONTAINED IN DEED  OF  DECLARATION  BY
DEVELOPERS DIVERSIFIED ENTERPRISES, LTD., FILED JUNE 2,  1977  IN
VOLUME 503 PAGE 639 ASHLAND COUNTY RECORDS.

NOTE:  THE  ABOVE DEED OF DECLARATION WAS AMENDED  BY  INSTRUMENT
FILED  FEBRUARY  22, 1993 IN VOLUME 577 PAGE 509  ASHLAND  COUNTY
RECORDS.

PARCEL NO. P44-085-0-0010-00

Commonly known as:  2250 Claremont Avenue, Ashland, OH  44805