PURCHASE AGREEMENT

         Taco Cabana, 135 Long Street, San Marcos, Texas

This  AGREEMENT, entered into effective as of the   21st  of  May
2003.

l.  PARTIES.  "Seller"  is  AEI Real  Estate  Fund  XVII  Limited
Partnership a Minnesota limited partner ship with offices at 1300
Wells Fargo Place, St. Paul, MN and which owns an undivided  100%
interest   in  the  fee  title  to  that  certain  real  property
referenced  above  and legally described in the attached  Exhibit
"A"  (the "Property"). "Buyer" is Texas Taco Cabana, LP, a  Texas
limited partnership with offices at 8918 Tesoro Drive, Suite 200,
San Antonio, Texas 78217.  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% interest the Property and including
all rights, privileges and easements appurtenant to the Property,
including, without limitation, all minerals, oil, gas  and  other
hydrocarbon  substances  on the Real Property,  as  well  as  all
development  rights, air rights, water and water rights  relating
to   the   Property,  utility  agreements  and   any   easements,
rights-of-way, or other appurtenances used in connection with the
beneficial   use   and  enjoyment  of  the  Property,   and   all
improvements  and  fixtures  on the  Property,  as  well  as  any
buildings  and structures on the Real Property (collectively  the
"Improvements").  Seller owns no interest in  any  personalty  in
connection with the Property.

3.  PURCHASE  PRICE.  The purchase price  for  this  Property  is
$1,335,000 all cash.

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

     a.   When this agreement is executed, Buyer will pay $5,000.00 to
     the "Escrow Holder" (as defines below) (which shall be deposited
     into escrow according to the terms hereof) (the "First Payment").
     The First Payment will be credited against the purchase price
     when and if escrow closes and the sale is completed.  If the sale
     of the Property as contemplated hereunder is consummated, the
     Deposit plus accrued interest shall be credited against  the
     Purchase Price. If the sale of the Property is not consummated
     because of the failure of any condition or any other  reason
     except a default under this Agreement solely on the part  of
     Buyer, the Deposit plus accrued interest shall immediately be
     returned to Buyer less the Option Consideration sum  of  one
     hundred and 00/100 Dollars ($100.00) (as defined below). If the
     sale is not consummated solely because of default under this
     Agreement on the part of Buyer, Seller shall retain the Deposit
     and accrued interest as Seller's sole and exclusive right to
     damages  or any other remedy.  The parties have agreed  that
     Seller's  actual  damages, upon default by Buyer,  would  be
     extremely difficult or impracticable to determine.  Accordingly,
     Buyer and Seller agree that the Deposit represents a fair and
     equitable payment for liquidated damages. One Hundred Dollars of
     the  First Payment shall be considered non-refundable Option
     Consideration and will be deemed earned by and paid to Seller
     upon payment to the Escrow Holder and regardless of whether this
     transaction does not close as provided below.

     b.    Buyer will deposit the balance of the purchase  price,
     $1,330,000 (the Second Payment") at "Closing" (as defined below)
     into escrow in sufficient time to allow escrow to close on the
     "Closing Date" as defined below).

5.  CLOSING  DATE.   Escrow shall close on  or  before  five  (5)
business days after the "Due Diligence Period" (as defined below)
(the "Closing Date").                    .

6. DUE DILIGENCE PERIOD.  Buyer shall have a period of sixty (60)
days  commencing  on the "Agreement Date" (as defined  below)(the
"Due Diligence Period") to:

     a.     examine  all of the environmental and soil conditions
     of  the Property and surrounding lands, and all zoning, land
     use,  environmental,  building  and  construction  laws  and
     regulations restricting or regulating or otherwise affecting
     the  use,  occupancy or enjoyment of the Property, including
     by  way  of illustration and not limitation, conducting  any
     licensing, permitting, engineering, geotechnical, market and
     economic  feasibility  studies  for  the  Property  and  any
     physical inspections of the Property all of which Buyer,  in
     its  sole  discretion,  deems  necessary.  Anything  to  the
     contrary   herein  notwithstanding,  in   the   event   this
     transaction is cancelled by either party, any renewal rights
     under  the  "Lease" (as defined below) shall be extended  by
     the  number of days from and including the Agreement  to and
     including the date of termination.

     b.    Buyer shall advise the Seller within twenty (20)  days
     after  actual  receipt of the "Survey" and "Commitment"  (as
     those  terms  are  hereinafter defined) what  exceptions  to
     title  will be accepted by Buyer.  Seller shall have  thirty
     (30) days after receipt of Buyer's objections to remove  any
     objectionable  exceptions from title and  to  provide  Buyer
     with  evidence satisfactory to Buyer of such removal  or  to
     provide Buyer with evidence satisfactory to Buyer that  said
     exceptions will be removed on or before the Closing.

     c.    Buyer  shall, within four (4) business days after  the
     "Agreement Date" (as defined below) order at its own expense
     such title (the "Commitment"), survey (the Survey"), and any
     other   due  diligence  information  as  Buyer  shall   deem
     necessary in its sole discretion.

     d.    Seller's  Documents:  Within five (5) days  after  the
     Agreement Date, Seller shall deliver to Buyer:

     (i)    Copies   of  all  existing  and  proposed  easements,
       covenants,  restrictions, agreements  or  other  documents
       which  affect the Property and which are not disclosed  by
       the  Commitment,  or,  if  no  such  documents  exist,   a
       certification of Seller to that effect;

     (ii) Copies of any existing surveys of the Property; and

     (iii)      A  copy  of  any  existing geotechnical  reports,
       environmental audits or reports and soil boring results regarding
       the Property.

7. ESCROW. Escrow shall be opened by Seller and the First Payment
deposited  in  escrow with Mary Furgason, as  closing  agent  for
Chicago  Title  Insurance Corporation, San Antonio,  Texas,  (the
"Escrow  Holder")  upon  acceptance of  this  Agreement  by  both
parties. 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.  If  there  is  any  conflict  between  these  other
instructions and this Agreement, this Agreement will control.

8. CLOSING COSTS. Seller shall pay no closing costs in connection
with  the  transaction contemplated herein, except its own  legal
fees.  Each party will pay its own attorney's fees and  costs  to
document this transaction.

9.  REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

     (a)  Because the Property is subject to a triple net lease (as
     further set forth in paragraph 10(a)(i)), the parties acknowledge
     that there shall be no need for a real estate tax proration or
     operating expenses proration.

     (b)  All rental amounts due under a certain Lease Agreement dated
     November 14, 1988 between Seller as Landlord and Buyer as Tenant
     and covering the Property (the "Lease") shall be prorated between
     the parties and adjusted by them as of the date of Closing.

10.  SELLER'S REPRESENTATION, WARRANTIES, AND AGREEMENTS.

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

     (i)  In  addition to the acts and deeds recited  herein  and
          contemplated  to be performed, executed, and  delivered
          by Seller, Seller 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 Buyer or the Escrow Holder  may
          require  and  be reasonable in order to consummate  the
          transactions contemplated herein.

     (ii) Except for the Lease Agreement in existence between Seller
          (as Lessor) and Buyer (as Tenant), (the "Lease"), Seller is not
          aware of any leases of the Property.

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

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

     (v)  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
          hereby.

     (vi) To Seller'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 Seller is a party or by which
          Seller is bound.

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

     (c)   All the documents executed by Seller which are  to  be
     delivered to Buyer at the Closing are, and at the time of Closing
     will be, duly authorized, executed, and delivered by Seller, are,
     and at the time of Closing will be, legal, valid, and binding
     obligations of Seller, are, and at Closing will be, sufficient to
     convey title (if they purport to do so), and do not, and  at
     Closing will not, violate any provisions of any agreement to
     which Seller is a party or to which it or any of its assets are
     subject.

     (d)  Seller is not a "foreign person" within the meaning  of
     Sections 1445(a)(1) and 1445(f)(3), of the Internal Revenue Code
     of 1986, as amended, nor is the sale of the Property subject to
     any  withholding requirement imposed by the Internal Revenue
     Service, including but not limited to Section 1445 thereof.

     (e)  Seller represents and warrants that Seller is the fee title
       owner of the Real Property.

11.  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,
     ventilating, and electrical systems. 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 notice to the contrary prior to  Closing,
     Seller will inform Buyer prior to Closing.

     (c)   Seller  knows  of no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  the  Tenant from using and operating  the  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 actions, negligence, or intentional misconduct.
     If  Seller shall receive any notice to the contrary prior to
     Closing, Seller will inform Buyer prior to Closing.

     (e)  With the exception of title warranties contained in the
     "Deed"(as  defined below) and after expiration  of  the  Due
     Diligence  Period without termination of this  Agreement  by
     Buyer, Buyer agrees that it shall be purchasing the Property
     in  its  then present condition, as is, where is, and Seller
     has  no  obligations to construct or repair any improvements
     thereon  or to perform any other act regarding the Property,
     except as expressly provided herein.

     (f)    Buyer  acknowledges  that,  having  been  given   the
     opportunity  to  inspect  the Property  and  such  financial
     information  on the Lessee and Guarantors of  the  Lease  as
     Buyer   or  its  advisors  shall  request,  if  in  Seller's
     possession, Buyer is relying solely on its own investigation
     of  the  Property  and  not on any information  provided  by
     Seller or to be provided except as set forth herein.   Buyer
     further acknowledges that the information provided and to be
     provided  by  Seller with respect to the  Property,  to  the
     Lessee, and to the Guarantors of Lease was obtained  from  a
     variety   of  sources  and  Seller  neither  (a)  has   made
     independent   investigation   or   verification   of    such
     information,  or  (b) makes any representations  as  to  the
     accuracy  or  completeness  of such  information  except  as
     herein set forth.  The sale of the Property as provided  for
     herein  is  made  on an "AS IS" basis, and  Buyer  expressly
     acknowledges  that, in consideration of  the  agreements  of
     Seller  herein,  except  as otherwise  specified  herein  in
     paragraph  11(a), 11(b), and 11(c) above and this  paragraph
     12,  Seller makes no Warranty or representation, Express  or
     Implied, or arising by operation of law, including, but  not
     limited   to,   any  warranty  of  condition,  habitability,
     tenantability,   suitability   for   commercial    purposes,
     merchantability,  or  fitness for a particular  purpose,  in
     respect of the Property.

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


12.  CLOSING.

     (a)  At the "Closing" (as defined below), Seller shall convey to
   Buyer good and marketable and insurable fee simple title to the
   Real   Property  and  all  rights,  privileges  and  easements
   appurtenant thereto by duly executed and acknowledged  Special
   Warranty Deed (the "Deed") substantially as shown on Exhibit "B"
   attached  hereto  and made a part hereof, in  recordable  form
   acceptable  to  Buyer, and to the Improvements by  appropriate
   instruments. Evidence of delivery of marketable and insurable fee
   simple title includes the issuance of an standard Texas Owner's
   Policy  of Title Insurance in the full amount of the  Purchase
   Price by the Title Company, insuring fee simple title to the Real
   Property, in the Buyer, subject only to such exceptions as Buyer
   shall approve.

     (b)        Before the Closing Date, Seller will deposit into
   escrow  the  Deed, subject only to all exceptions  as  may  be
   accepted  by  Buyer;  a  Termination of  Lease  Agreement  and
   Memorandum of Termination of Lease in form and content as  set
   forth on Exhibit "C" attached hereto and made a part hereof; and
   a settlement or closing statement in form and content reasonably
   acceptable to Buyer and Escrow Holder.

     (c)       On or before the Closing Date, Buyer will deposit into
   escrow: the balance of the Purchase Price when required  under
   Section 4; any additional funds required of Buyer (pursuant to
   this agreement or any other agreement executed by Buyer) to close
   escrow.  Both parties will deliver to the Escrow Holder any other
   documents  reasonably required by the Escrow Holder  to  close
   escrow.

     (c)     On  the closing date, if escrow is in a position  to
   close,  and upon written authorization from Seller and  Buyer,
   the  Escrow  Holder  will: record the  deed  in  the  official
   records  of  the  county where the Property is located;  cause
   the  Escrow  Holder  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.

13.  DEFAULTS.  If the sale is not consummated solely because  of
default  under this Agreement on the part of Buyer, Seller  shall
retain  the  Deposit and accrued interest as  Seller's  sole  and
exclusive right to damages or any other remedy.  The parties have
agreed that Seller's actual damages, upon default by Buyer, would
be   extremely   difficult   or   impracticable   to   determine.
Accordingly, Buyer and Seller agree that the Deposit represents a
fair and equitable payment for liquidated damages.

       Notwithstanding any other provision of this Agreement,  if
the Seller fails to complete the sale of the Property on a timely
basis  in  compliance  with the terms of this  Agreement  by  the
Buyer,  then  Buyer,  in  its  sole  discretion,  may  elect   to
specifically  enforce  the terms of this  Agreement,  on  demand,
and/or  seek  money  damages,  including  reasonable  costs   and
attorneys  fees, resulting from the Seller's breach.   Buyer  may
select  any court of competent jurisdiction sitting in the  state
in  which  the  Real Property is located.  The  parties  to  this
Agreement  agree that the Property is unique, and  it  cannot  be
readily purchased or sold on the open market.  For these reasons,
among others, Buyer will be irreparably harmed if Seller fails to
complete  the sale of the Property after Buyer has validly  opted
to  purchase.  Accordingly, Buyer, at its sole election, shall be
entitled to specifically enforce the terms and conditions of this
Agreement.   Such equitable remedy shall, however, be cumulative,
and not exclusive and it shall be in addition to any other remedy
which Buyer may have.

14.  BUYER'S REPRESENTATIONS AND WARRANTIES.

     a.  Buyer represents and warrants to Seller as follows:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  Closing  or
     after  the  Closing,  any and all further  acts,  deeds  and
     assurances as Seller or the Escrow Holder may require and be
     reasonable   in   order  to  consummate   the   transactions
     contemplated herein.

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

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

15.  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.  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 July 31, 2003 through no
     fault of Seller, Seller may either, at its election, extend the
     closing date or exercise any remedy available to it by  law,
     including terminating this Agreement.

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

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

     If to Seller:

          AEI Real Estate Fund XVIII Limited Partnership
          1300 Minnesota World Trade Center
          30 East Seventh Street
          St. Paul, MN 55101

     If to Buyer:

          Texas Taco Cabana LP
          8918 Tesoro Drive, Suite 200
          San Antonio, Texas 78217
          Attn. Brad Smith, Vice President Real Estate

     With a copy to:

          Carrols Corporation
          968 James Street
          Syracuse, New York 13203
          Attn. Real Estate/Legal Departments

     (e)   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.  If this offer is not accepted within such  five  (5)
     business  days, it shall automatically expire and be  of  no
     force or effect.

     (f)    Neither party has had any contact or dealings regarding
     the Property, or any communication in connection with the subject
     matter of this transaction, through any licensed real estate
     broker or other person who can claim a right to a commission or
     finder's  fee  as a procuring cause of the sale contemplated
     herein. If any other broker or finder perfects a claim for a
     commission or finder's fee based upon any other contact, dealings
     or communication, the party through whom the broker or finder
     makes his claim shall be responsible for said commission or fee
     and all costs and expenses (including reasonable attorneys' fees)
     incurred by the other party in defending against the same.

     (g)  The Agreement Date shall be the date on which the Buyer,
     Seller, or Escrow Holder last signs this Agreement.

     (h)  Buyer reserves the right to assign this Agreement and/or to
     take  title to the Property in a name or assignee other than
     Buyer, including but not limited to any trust or affiliated or
     related party. Anything to the contrary notwithstanding, any
     assignment by Buyer hereunder shall not relieve Buyer from its
     duties, obligations, terms, and performance under this Agreement.

     (i)  All representations and warranties by the respective parties
     contained herein or made in writing pursuant to this Agreement
     are intended to and shall remain true and correct as of the time
     of Closing, shall be deemed to be material, and shall survive the
     Closing, including by way of illustration and not limitation, the
     execution and delivery of this Agreement and the execution and
     the delivery of the Deed and transfer of title.  All statements
     contained in any certificate or other instrument delivered at any
     time by or on behalf of Seller in connection with the transaction
     contemplated  hereby  shall constitute  representations  and
     warranties hereunder.  This Agreement shall be governed by and
     construed in accordance with the laws of the state of Texas. This
     Agreement supersedes all prior agreements and understandings
     between the parties hereto relating to the subject matter hereof.

     (j)   If  either party hereto fails to perform  any  of  its
     obligations  under  this Agreement or if  a  dispute  arises
     concerning the meaning or interpretation of any provision of this
     Agreement, the defaulting party or the party not prevailing in
     such dispute, as the case may be, shall pay any and all costs and
     expenses incurred by the other party in enforcing or establishing
     its rights hereunder, including, without limitation, all court
     costs and all reasonable attorneys' fees, including the fees and
     costs of in-house counsel, regardless of whether litigation is
     commenced.  For purposes of calculating the value of in-house
     counsel under this Agreement, it is agreed and established that
     Buyer's in-house counsel shall have a billable rate  of  Two
     Hundred Fifty and 00/100 Dollars ($250.00) per hour  or  any
     fraction thereof.

     (k)  This Agreement may be executed in any number of counterparts
     with the same force and effect as if all signatures were appended
     to one document, each of which shall be deemed an original.

16.   INDEMNIFICATION,  POSSESSION & NEW CONTRACTS.   Each  party
hereby  agrees to indemnify the other party and hold it  harmless
from and against any and all claims, demands, liabilities, costs,
expenses,  penalties,  damages  and  losses,  including,  without
limitation,  reasonable  attorneys'  fees,  resulting  from   any
misrepresentations  or breach of warranty or breach  of  covenant
made  by  such  party  in  this Agreement  or  in  any  document,
certificate, or exhibit given or delivered to the other  pursuant
to  or  in  connection with this Agreement.   Possession  of  the
Property  shall  be  delivered to  Buyer  on  the  Closing  Date,
provided,   however,   that   Seller  shall   afford   authorized
representatives  of Buyer reasonable access to the  Property  for
the  purposes  of satisfying Buyer regarding the representations,
warranties,  and  covenants of Seller contained herein  and  with
respect  to  satisfaction  of  any conditions  precedent  to  the
Closing  contained herein.  Seller shall not, after the  date  of
Seller's  execution  of  this Agreement, enter  into  any  lease,
amendment  of  lease,  contract or agreement  pertaining  to  the
Property  without obtaining Buyer's prior written consent,  which
consent shall not be unreasonably withheld.

17.  IRC SECTION 1031 EXCHANGE.  Buyer is or may be acquiring the
real  property  described  as part of an  IRC  Section  1031  Tax
Deferred  Exchange.   Seller  hereunder  agrees  to  assist   and
cooperate  in such exchange at no cost, expense, or liability  to
Seller and Seller further agrees to execute any and all documents
(subject to the reasonable approval of Seller's legal counsel) as
are reasonably necessary in connection with such exchange.  Buyer
further  agrees  to indemnify and hold Seller free  and  harmless
from   any  cost,  expense  or  liability,  including  reasonable
attorney's  fees  and the reasonable costs of  in-house  counsel,
resulting  from Seller's participation in such exchange  for  the
benefit of Buyer.

18.   APPROVAL. This Agreement is subject to the approval of  the
contemplated  transaction by Buyer's Real  Estate  Committee  and
Board  of  Directors, in its sole discretion, within  sixty  (60)
days of the Agreement Date.

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

BUYER:    TEXAS TACO CABANA, L.P.
          By:  Taco Cabana Management, Inc., its general partner

          By:      /s/ Bradley D. Smith
          Name:        Bradley D. Smith
          Title:       Vice President of Real Estate
          Date:        5/14/03


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 OF PROPERTY


     Lot 24A, Cullen L. Crews First Addition to the City of San
Marcos, Hays County, Texas.



                           EXHIBIT "B"
                      SPECIAL WARRANTY DEED

                      Special Warranty Deed

Date:

Grantor:  AEI  REAL  ESTATE  FUND  XVII  LIMITED  PARTNERSHIP,  a
          Minnesota limited partnership

Grantor's Mailing Address:

Grantee:  TEXAS TACO CABANA, L.P. a Texas limited partnership

Grantee's Mailing Address:    8918 Tesoro Drive, Suite 200
                              San Antonio, Texas  78217
                              Bexar County

Consideration: TEN AND NO/100 DOLLARS ($10.00) and other valuable
consideration the receipt of which is hereby acknowledged.

Property (including any improvements):

     SEE SCHEDULE "A" ATTACHED HERETO AND MADE A PART HEREOF

Reservations from Conveyance:



Exceptions to Conveyance and Warranty:

      Liens described as part of the Consideration and any  other
liens  described in this deed as being either assumed or  subject
to  which  title is taken; validly existing easements, rights-of-
way,  and  prescriptive rights, whether of  record  or  not;  all
presently  recorded and validly existing instruments, other  than
conveyances of the surface fee estate, that affect the  Property;
and  taxes for 2003, which Grantee assumes and agrees to pay, and
subsequent assessments for that and prior years due to change  in
land  usage,  ownership, or both, the payment  of  which  Grantee
assumes.

       Grantor,  for  the  Consideration  and  subject   to   the
Reservations from Conveyance and the Exceptions to Conveyance and
Warranty,  grants,  sells, and conveys to Grantee  the  Property,
together  with  all  and  singular the rights  and  appurtenances
thereto  in any way belonging, to have and to hold it to  Grantee
and  Grantee's  heirs, successors, and assigns forever.   Grantor
binds  Grantor and Grantor's heirs and successors to warrant  and
forever  defend  all  and singular the Property  to  Grantee  and
Grantee's  heirs,  successors, and assigns against  every  person
whomsoever  lawfully claiming or to claim the same  or  any  part
thereof  when the claim is by, through, or under Grantor but  not
otherwise, except as to the Reservations from Conveyance and  the
Exceptions to Conveyance and Warranty.

      When  the  context  requires, singular nouns  and  pronouns
include the plural.



          AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP, a
          Minnesota limited partnership

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

           By:_____________________________
                Robert P. Johnson, its President


STATE OF                  )

COUNTY OF                 )

        This   instrument   was   acknowledged   before   me   on
                                     ,          2003,          by
___________________________________                            of
______________________________,     on     behalf     of     said
_____________________________.



                         Notary Public, State of Texas



                           EXHIBIT "C"
 TERMINATION OF LEASE AGREEMENT AND MEMORANDUM OF TERMINATION OF
                              LEASE


When recorded, return to:

William E. Myers, Esq.
Carrols Corporation
968 James Street
P.O. Box 6969
Syracuse, New York 13217-6969


                      TERMINATION OF LEASE

      THIS   TERMINATION  OF  LEASE  AND  MUTUAL  RELEASE   (this
"Termination  Agreement")  is  made  and  entered  into   as   of
__________ ____, 2003, by and between AEI REAL ESTATE  FUND  XVII
LIMITED   PARTNERSHIP,   a  Minnesota  limited   partnership   of
________________________________  ("Lessor"),  and   Texas   Taco
Cabana,  LP,  a  Texas limited partnership with offices  at  8918
Tesoro Drive, Suite 200, San Antonio, Texas 78217 ("Lessee").

                           WITNESSETH:

     WHEREAS,  Lessor  is the owner of that certain  real  estate
located  in  __________________, more specifically  described  in
Exhibit   A   attached  hereto,  together  with  all   buildings,
structures,   fixtures  and  improvements  now  located   thereon
(collectively, the "Premises"); and

    WHEREAS, Lessor and Lessee entered into that certain Lease of
the Premises (the "Lease") as of ____________________; and

     WHEREAS,  Lessor has agreed to sell the Premises  to  Lessee
pursuant to an Agreement of Sale dated May _______, 2003; and

    WHEREAS, in connection with such sale of the Premises, Lessor
and  Lessee desire to terminate the Lease and all of their rights
and obligations thereunder;

     NOW,  THEREFORE,  in consideration of the  mutual  covenants
contained herein, and other good and valuable consideration,  the
receipt  and  sufficiency of which are hereby  acknowledged,  the
parties hereto agree as follows:

      1.    The  Lease is hereby terminated as of the date  first
above written (the "Effective Date").

      2.    Lessee does hereby surrender, relinquish and  release
unto  Lessor all of its right, title and interest in and  to  the
Lease  and  the Premises, and in consideration of the release  of
the  remainder  of  the  term of the Lease  and  other  good  and
valuable  consideration,  Lessor does hereby  agree  that  Lessee
shall  be  relieved and released from any liability for rents  or
other charges and all other lease obligations arising out of  the
Lease.

     3.    Lessor  and Lessee agree to and do hereby release  and
discharge one another, their employees, officers, directors (both
past   and   present),   agents,  heirs,   successors,   assigns,
subsidiaries,  attorneys, affiliates and personal representatives
from  all claims and demands with respect to, or arising out  of,
the  Lease,  whether  known or unknown, which  either  Lessor  or
Lessee  may have now or hereafter have, or claim to have  against
each other, from and after the Effective Date.

     4.    This  Termination  Agreement  sets  forth  all  terms,
conditions  and  understandings between Lessor  and  Lessee  with
respect to the termination of the Lease, and there are no  terms,
conditions  or understandings either oral or written between  the
parties hereto with regard to the termination of the Lease  other
than  as  set forth herein.  No alteration, amendment, change  or
addition  to  this Termination Agreement shall be binding  unless
reduced to writing and signed by all of the parties hereto.

     5.    This  Termination Agreement shall inure to the benefit
of  and  be  binding upon the parties hereto and their respective
successors and assigns.

     6.    This Termination Agreement may be executed in  one  or
more counterparts, each of which shall be deemed an original.

      IN  WITNESS WHEREOF, this Termination Agreement is executed
by each party hereto as of the date first above written.

                                   LESSOR:


                                   LESSEE:



STATE OF                  )

COUNTY OF                 )

        This   instrument   was   acknowledged   before   me   on
                                     ,          2003,          by
___________________________________                            of
______________________________,     on     behalf     of     said
_____________________________.



                         Notary Public, State of ______________




STATE OF                  )

COUNTY OF                 )

        This   instrument   was   acknowledged   before   me   on
                                     ,          2003,          by
___________________________________                            of
______________________________,     on     behalf     of     said
_____________________________.



                         Notary Public, State of Texas


               TERMINATION OF MEMORANDUM OF LEASE


      This  Termination  of  Memorandum  of  Lease  ("Termination
Agreement") is made and entered into as of __________ ____, 2003,
by  and between AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP,  a
Minnesota   limited   partnership   of    _______________________
("Lessor"),   and  TEXAS  TACO  CABANA,  LP,  a   Texas   limited
partnership  with offices at 8918 Tesoro Drive,  Suite  200,  San
Antonio, Texas 78217 ("Lessee").

                           WITNESSETH:

      Lessor previously leased to Lessee under a commercial lease
(the  "Lease")  dated  as  of the _____  day  of  ______________,
______,  a tract of land located at __________________,  and  all
improvements situate thereon, which tract of land is described on
Exhibit  "A"  attached  hereto  and  made  a  part  hereof   (the
"Property").   In  connection with the Lease, Lessor  and  Lessee
caused  to  be recorded a Memorandum of Lease (the "Memorandum"),
which  was  recorded on _______ _____, ______ in Volume _________
at  Page  _______, in the Office of the _______ of the County  of
_____________, State of Texas.

      By Termination Agreement dated _______ ___, 2003 Lessor and
Lessee terminated the Lease effective _________ ____, 2003.

      Lessor  and  Lessee  hereby  consent  and  agree  that  the
Memorandum be terminated and that this instrument be recorded  in
the appropriate Office of the _________________ of the County  of
____________, State of Texas.

     IN WITNESS WHEREOF, the parties have caused this Termination
of  Memorandum  of Lease to be executed as of the  day  and  year
first above written.

Signed, Sealed and Delivered
in the Presence of:           "Lessor"


____________________________  By:
______                        _____________________________
Name:_______________________       Robert A. Bourne, as
______                        President


                              "Lessee"



STATE OF                 )

COUNTY OF                )

        This   instrument   was   acknowledged   before   me   on
                                     ,          2003,          by
___________________________________                            of
______________________________,     on     behalf     of     said
_____________________________.



                         Notary Public





STATE OF                 )

COUNTY OF                )

        This   instrument   was   acknowledged   before   me   on
                                     ,          2003,          by
___________________________________                            of
______________________________,     on     behalf     of     said
_____________________________.



                         Notary Public