PURCHASE AGREEMENT
                     9035 Fields Ertel Road
                      Cincinnati, OH 45249

This  AGREEMENT, entered into effective as of the 20th of August,
2001.

l.   PARTIES.  Seller  is  AEI  Real  Estate  Fund  XVII  Limited
Partnership ("Seller").  Seller holds an undivided 100%  interest
in  the fee title to that certain real property legally described
in  the attached Exhibit "A" (the "Property").  Buyer is Mark  D.
Ayer ("Buyer"). Seller wishes to sell and Buyer wishes to buy the
Property.

2. PROPERTY. The Property to be sold to Buyer in this transaction
is legally described on Exhibit A attached hereto, subject to all
easements, covenants, conditions, restrictions and agreements  of
record  that  do  not affect marketability of  title  ("Permitted
Exceptions"), subject to the provisions of Buyer review of  title
as  set  forth below in paragraph 8, including that  certain  Net
Lease  Agreement dated September 21, 1995.  See paragraph 11  for
certain disclosures by Seller concerning the Lease

3.  PURCHASE  PRICE.  The purchase price  for  this  Property  is
$750,000 cash based on the following terms:

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

     (a)  When this agreement is executed, Buyer will pay $10,000
     in  cash  or  good  funds  (the "First  Payment")  to  First
     American  Title Insurance Company ("Escrowee").   The  First
     Payment will be credited against the purchase price when and
     if  escrow  closes and the sale is completed,  or  otherwise
     disbursed  pursuant to the terms of this  Agreement.   After
     the  expiration  of  the  Inspection and  Feasibility  Study
     Period  as  defined in paragraph 6 below, the First  Payment
     held  for the account of Seller shall become non-refundable,
     unless Seller shall default hereunder.

     (b)  Buyer  will pay the balance of purchase price  for  the
     Property,  $740,000  in  cash or  good  funds  (the  "Second
     Payment"),  at closing to the Escrowee who shall  close  the
     transaction according to the terms hereof.

5.  CLOSING  DATE.  Escrow shall close on or before  thirty  days
after the Inspection and Feasibility Study Period is completed.

6.  DUE  DILIGENCE. Buyer will have until the expiration  of  the
14th  day after delivery of both the signed "Agreement"  and  the
Due  Diligence Documents, as defined below, (the "Inspection  and
Feasibility Study Period"), to conduct all of its inspections and
due diligence and satisfy itself regarding title to the Property,
and to inspect the Property. Buyer shall have the right to extend
the  Inspection  and Feasibility Study Period  by  an  additional
fourteen  (14)  days  by  paying Escrowee an  additional  $5,000,
thereby  increasing the First Payment by an additional $5,000.00,
before expiration of the initial fourteen (14) day Inspection and
Feasibility  Study  Period. Buyer agrees to  indemnify  and  hold
harmless Seller 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. Buyer expressly acknowledges  that
the sale of the Property as provided for herein is made on an "AS
IS" basis, and such provision shall survive closing.


      Without representing or warranting the truth or accuracy of
those  items  prepared by third parties, Seller will  provide  to
Buyer  within  3 business days after both parties  have  executed
this Agreement copies, if in Seller's possession, of any surveys,
environmental  reports,  Seller's title policy,  certificates  of
occupancy,  leases  and  subleases,  and  guaranties   of   lease
affecting  the Property ("Due Diligence Documents"). In addition,
Seller  hereby  consents  to Buyer having  discussions  with  any
prospective  lessees  of  the  Property.  See  paragraph  11  for
Seller's representations concerning the Lease.

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

      If  Buyer  cancels this Agreement as permitted  under  this
Section except for any title insurance and/or escrow cancellation
fees  of  the escrowee which will be paid by the Buyer,  and  any
liabilities  under  sections 6 and 15(a)(iii) of  this  Agreement
(which  will  survive), Buyer (after execution of such  documents
reasonably  requested  by  Seller  to  evidence  the  termination
hereof) shall be returned its First Payment, and Buyer will  have
absolutely  no  rights,  claims  or  interest  of  any  type   in
connection  with the Property or this transaction, regardless  of
any alleged conduct by Seller or anyone else.

      Unless  Seller  shall  be  in  default  of  any  obligation
hereunder, or this Agreement is canceled by Buyer pursuant to the
terms  hereof, if Buyer fails to make the Second Payment,  Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably  will be deemed to have canceled this  Agreement  and
relinquish  all rights in and to the Property. If this  Agreement
is not canceled and the Second Payment is made when required, all
of Buyer's conditions and contingencies will be deemed satisfied.

7.  ESCROW. Escrow shall be opened by Buyer and the First Payment
shall  be  deposited  by Buyer with Escrowee.   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.   The  parties
agree  to sign these additional instructions of the Escrowee,  if
any.  If  there is any conflict between these other  instructions
and  this Agreement, this Agreement will control. Escrow will  be
opened upon acceptance of this Agreement by Seller.

8.  TITLE.  Closing  will be conditioned  on  the  commitment  of
Escrowee 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 marketable and insurable fee  simple
title  to  the Property subject only to: the Permitted Exceptions
as  defined in paragraph 2 above; current real property taxes and
assessments; and survey exceptions.

       Buyer  shall  be  allowed  until  the  expiration  of  the
"Inspection   and  Feasibility  Study  Period"  to  obtain   said
commitment  for  title  insurance, and for  examination  and  the
making of any objections to marketability of title 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 make such title marketable or cure Buyer's 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 make title marketable, or is unable to make  title
marketable or obtain insurable title, (after execution  by  Buyer
of  such documents reasonably requested by Seller to evidence the
termination  hereof) Buyer's First Payment shall be returned  and
this Agreement shall be null and void and of no further force and
effect.

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

      If  Buyer shall make no written objection to Seller  within
the Inspection and Feasibility Study Period setting forth Buyer's
objections  to the status of title, Buyer shall have been  deemed
to have waived any such objections.

9.  CLOSING COSTS.  Seller will pay the deed stamp taxes, if any,
and  one-half of escrow fees attributable to the closing services
for  this  transaction, and any brokerage commissions payable  to
Apartment Investment Realty only.  Buyer will pay the cost of the
title  insurance  premium for an Owner's policy  (if  desired  by
Buyer).   Buyer  will  pay all recording fees,  one-half  of  the
escrow fees, the costs of a new survey or an update to the Survey
in Seller's possession (if an update is required by Buyer).  Each
party will pay its own attorneys' fees and costs to document  and
close this transaction.

10.  REAL  ESTATE  TAXES,  SPECIAL  ASSESSMENTS  AND  PRORATIONS.
Seller  represents  that to the best of its knowledge,  all  real
estate  taxes and assessments due and payable in all years  prior
to  the  year  of Closing have been paid in full.  Responsibility
for  real  estate taxes and special assessments shall be prorated
as  of the date of closing based upon the most recently available
tax  bill with no readjustment for the taxes due for the year  in
which  closing  shall occur. All real estate  taxes  and  special
assessments  due and payable in the years following the  year  in
which  closing  occurs shall otherwise be the  responsibility  of
Buyer.  The parties acknowledge and agree that the tenant of  the
property is responsible for payment of taxes and assessments  and
thus  no actual proration of funds at closing shall occur, except
that  appropriate adjustment on the closing statement to  reflect
the  transfer  of  an  escrow for taxes  being  held  by  Seller.
However,  Seller shall remain responsible for the pro-rata  share
of  taxes and assessments prior to closing and Buyer assumes  the
responsibility  for the pro-rata share of taxes  and  assessments
after  closing,  except  as otherwise reflected  on  the  closing
statement signed by both parties.



11. SELLER'S REPRESENTATION AND AGREEMENTS.

     Seller represents and warrants as of this date that:

     (i)   The Property is subject to a Net Lease Agreement dated
     September 21, 1995 (the "ease"), which lease is guaranteed by
     certain  individuals;  lessee's interest in said  lease  was
     assigned on September 27, 1999, and also at such time, Seller as
     Lessor  entered into a Tri-party Agreement with  Lessee  and
     Provident Bank, which inter alia, provided for Seller's consent
     to  the  placement of a leasehold mortgage over the Lessee's
     interest in the Property and certain items of Lessee's personalty
     and  provided for Provident Bank to receive notice of Lessee
     defaults,  among  other rights.  A copy of  said  Net  Lease
     Agreement, Guarantees, and Tri-party Agreement will be provided
     to Buyer concurrent with the execution of the Agreement by both
     parties hereto.   The current Lessee has filed for bankruptcy and
     has not to date accepted or rejected the Lease.  On July 27,
     2001, Lessee filed a motion to extend the time to assume  or
     reject the Lease though September 25, 2001.  Seller does not
     intend to object to that motion at this time.  The rejection of
     the lease by Lessee shall not be a basis for the termination of
     this Agreement.

     (ii)       It  is  not  aware of any pending  litigation  or
     condemnation  proceedings against the Property  or  Seller's
     interest  in  the Property that have not been  disclosed  to
     Buyer.  Provided, however, that Seller is a defendant  in  a
     lawsuit  brought by two homeowners alleging that the  lessee
     of  the Property (and alleged co-defendants) negligently  or
     intentionally caused waste grease products to  be  deposited
     in  the  sanitary  sewer system causing a residential  sewer
     main  to back up, resulting in damage to the homeowners  and
     their properties (the "Lawsuit").  Copies of the Summons and
     Complaints in this matter will be turned over to  the  Buyer
     within  3  business days after all parties have signed  this
     Agreement.  This action is not to date in rem and  does  not
     involve  the Property per se, but does affect the lessee  of
     the  Property,  and hence is being disclosed herein.  Seller
     shall  indemnify, defend, and hold harmless Buyer  from  and
     against  any  and  all  losses, claims,  causes  of  action,
     liabilities,  and  costs  arising  from  the  Lawsuit.   The
     foregoing duty of indemnification shall include the duty  to
     pay all reasonable attorney's fees incurred by the Buyer  in
     responding  to or defending any such claims or  proceedings.
     Buyer  agrees  to  allow  Seller reasonable  access  to  the
     Property  after  closing and Buyer shall  cooperate  (at  no
     expense to Buyer) with Seller to allow Seller to comply with
     the terms of this indemnity and to defend the Lawsuit.

     (iii)  It is not aware of any other contracts affecting this
     Property and potentially or actually binding on Buyer  after
     the closing date.

     (iv)   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.

12. DISCLOSURES.

     (a)   Seller  has  been an absentee landlord.  Consequently,
     Seller  has  little,  if  any,  knowledge  of  the  physical
     characteristics of the Property.

     Accordingly, except as otherwise specifically stated in  the
     Agreement,   Seller   hereby  specifically   disclaims   any
     warranty,  guaranty,  or representation,  oral  or  written,
     past,  present, or future of, as to, or concerning: (i)  the
     nature  and  condition of the Property,  including,  without
     limitation,   the   water,  soil,  and  geology,   and   the
     suitability  thereof and of the Property  for  any  and  all
     activities  and  uses  which  Buyer  may  elect  to  conduct
     thereon; (ii) except for the warranty of title contained  in
     the  Deed  to  be  delivered by Seller at the  closing,  the
     nature  and  extent of any right of way, lease,  possession,
     lien,  encumbrance,  license,  reservation,  condition,   or
     otherwise, and (iii) the compliance of the Property  or  its
     operation with any laws, ordinances, or regulations  of  any
     government or other body.

     (b)  This  Agreement is subject to an inspection contingency
     as  set  forth in Section 6.  Buyer acknowledges and  agrees
     that,  except  as  otherwise stated herein  this  Agreement,
     Buyer  is  not relying upon any representation or warranties
     made by Seller or Seller's Agent.

     (c)   Buyer   acknowledges  that,  having  been  given   the
     opportunity to inspect the Property, 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 expressly acknowledges  that,  in
     consideration of the agreements of the Seller herein, except
     as  otherwise specified herein, Seller makes no Warranty  or
     representation, express or implied, or arising by  operation
     of  law,  including,  but not limited to,  any  warranty  or
     condition,  habitability,  tenantability,  suitability   for
     commercial  purposes,  merchantability,  profitability,   or
     fitness  for  a  particular  purpose,  in  respect  of   the
     Property.

     (d) BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY IN
     ITS  THEN PRESENT CONDITION, AS IS, WHERE IS, AND SELLER HAS
     NO  OBLIGATION  TO  CONSTRUCT  OR  REPAIR  ANY  IMPROVEMENTS
     THEREON, OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY.
     WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, BUYER ALSO
     AGREES  THAT  SELLER  WILL HAVE NO LIABILITY  OF  ANY  TYPE,
     DIRECT OR INDIRECT, TO BUYER OR BUYER'S SUCCESSORS, ASSIGNS,
     LENDERS  OR  AFFILIATES IN CONNECTION  WITH  ANY  HAZARDOUS,
     TOXIC,   DANGEROUS,   FLAMMABLE,   EXPLOSIVE   OR   CHEMICAL
     SUBSTANCES OF ANY TYPE (WHETHER OR NOT DEFINED AS SUCH UNDER
     ANY  APPLICABLE LAWS) ON OR IN CONNECTION WITH THE  PROPERTY
     EITHER BEFORE OR AFTER THE CLOSING DATE.

     The provisions (a) through (d) shall survive closing.

13. CLOSING.

       (a) Before the closing date, Seller will deposit into escrow an
       executed limited warranty deed subject to Permitted Exceptions
       conveying insurable title of the Property to Buyer.  At Closing,
       Seller shall deliver to Buyer a standard Seller's Affidavit
       regarding liens and judgments.

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

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

14.  DEFAULTS.   If  Buyer defaults after the expiration  of  the
Inspection  and Feasibility Study Period, Buyer will forfeit  all
rights  and claims and Seller will be relieved of all obligations
and  will  be  entitled to retain all monies paid by  the  Buyer.
Seller shall retain all remedies available to Seller at law or in
equity.

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

15. BUYER'S REPRESENTATIONS AND WARRANTIES.

     a.  Buyer represents and warrants to Seller as follows:

     (i)   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.

     (ii)   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.

     (iii)   Buyer  agrees to indemnify and hold Seller  harmless
     from any and all claim of any persons or entities claiming a
     brokerage  or  other  fee arising out of  representation  of
     Buyer.

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
     $20,000,  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  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  resulting from said damage or destruction  to  the
     extent  that the same are payable with respect to damage  to
     the Property.

     If  the cost of repair is less than $20,000.00, Buyer  shall
     be   obligated  to  otherwise  perform  hereunder  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  in  relation  to  the
     Property.

     (b) If, prior to closing, the Property, or any part thereof,
     is  taken (other than as disclosed in writing to Buyer prior
     to  the  date  of  this Agreement) 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 in relation to the Property.

      In the event that this Agreement is terminated by Buyer  as
provided above in Subparagraph 16(a) or 16(b), 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.  SELLER'S  AND  BUYER'S BROKERS.  Greg Vollman  of  Apartment
Investment Realty is the broker representing the Buyer  (and  the
Buyer only) in this transaction. The Seller is not represented by
a  broker  in this transaction.  Other than Apartment  Investment
Realty, whose commission is to be paid solely by Seller only upon
the successful closing with Buyer of the transaction contemplated
herein,  both parties represent and warrant that no other  broker
has  been  involved on behalf of the warranting party,  and  both
parties  agree to indemnify the other and hold harmless from  any
claim through or on behalf of such other party.

18.  CANCELLATION   If any party elects to cancel  this  Contract
because  of  any breach by another party, 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  canceled  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 canceled.

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 through  no  fault  of
     Seller,  by  the thirtieth day after the completion  of  the
     Inspection and Feasibility Study Period, Seller may  either,
     at  its  election,  extend the closing  date,  exercise  any
     remedy available to it by law, including but not limited  to
     terminating this Agreement.

     (c)  Funds to be deposited or paid by Buyer will 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:

          Attention:  Robert P. Johnson
          AEI Real Estate Fund XVII Limited Partnership
          1300 Minnesota World Trade Center
          30 E. 7th Street
          St. Paul, MN  55101-4901

     If to Buyer:

          Mark D. Ayer
          C/o Corporate Tower
          7162 Reading Road, Suite 730
          Cincinnati, Ohio 45237

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 and delivering a copy of this  Agreement
signed  by  Buyer and the $10,000.00 First Payment  to  Escrowee;
Escrowee shall sign below acknowledging receipt of this Agreement
signed  by  Buyer and the First Payment, which, will be deposited
in  to  escrow  by Escrowee.  Seller has three (3) business  days
after receipt of the executed offer and acknowledgment of receipt
of  the  First  Payment by Escrowee within which to  accept  this
offer;  if  not  accepted by Seller, Escrowee  shall  immediately
return the First Payment to Buyer.

      (e)   Buyer  may  freely assign his rights and  obligations
under  this  Agreement  to  a third party  controlled  by  Buyer;
provided  however, Buyer shall not be relieved of his obligations
hereunder.

      (f)  To enable Buyer to effect a "like kind" exchange under
Section  1031  of the Internal Revenue Code, Buyer may  elect  to
close  this  transaction  as a tax free  exchange.   Seller  will
reasonably  cooperate with Buyer in connection  with  such  "like
kind" exchange transaction and will execute such documents as are
reasonably  requested,  provided  that  Seller  shall   make   no
representations  or  warranties  whether  the  transaction   will
qualify  for  "like  kind" exchange treatment,  which  is  solely
Buyer's responsibility. Buyer shall be required to consummate the
transaction  contemplated by this Agreement on the  closing  date
hereunder irrespective of Buyer's ability to affect a "like kind"
exchange.

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

BUYER:
     /s/ Mark D Ayer
         Mark D. Ayer

SELLER:

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

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

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


ESCROWEE:

      The  undersigned  hereby acknowledges receipt  of  a  fully
executed copy of this Agreement and the First Payment referred to
in  the Agreement on August 20, 2001, and agrees to accept, hold,
deliver  and  disburse  the  First Payment  and  Second  Payment,
together  with all interest accrued thereon and received  by  the
Title  Company,  strictly  in  accordance  with  the  terms   and
provisions  of this Agreement.  In performing any of  its  duties
hereunder,  the  Title Company shall not incur any  liability  to
anyone   for   any  damages,  losses  or  expenses,  except   for
negligence,  willful  default or breach of trust,  and  it  shall
accordingly  not  incur any liability with  respect  (i)  to  any
action taken or omitted in good faith upon advice of its counsel,
or  (ii)  to  any  action taken or omitted in reliance  upon  any
instrument, including any written notice or instruction  provided
for  in this Agreement, not only as to its due execution and  the
validity and effectiveness of its provisions, but also as to  the
truth  and  accuracy of any information contained therein,  which
the  Title Company shall in good faith believe to be genuine,  to
have  been signed or presented by a proper person or persons  and
to  conform  with the provisions of this Agreement.   Seller  and
Buyer  hereby  agree  to indemnify and hold  harmless  the  Title
Company  against any and all losses, claims, damages, liabilities
and  expenses, imposed upon the Title Company or incurred by  the
Title   Company  in  connection  with  its  acceptance   or   the
performance  of  its duties hereunder, including  any  litigation
arising  from  this  Agreement or involving  the  subject  matter
hereof,  unless  such  losses, claims, damages,  liabilities  and
expenses arise out of Title Company's negligence, willful default
or breach of trust.  In the event of a dispute between Seller and
Buyer  sufficient  in  the discretion of  the  Title  Company  to
justify  its  doing so, the Title Company shall  be  entitled  to
tender  into  the  registry  of the District  Court  of  Hamilton
County,  Ohio,  all  money or property in its  hands  under  this
Agreement,  together  with  such  legal  pleadings  as  it  deems
appropriate, and thereupon be discharged from all further  duties
and  liabilities  under this Agreement.  Seller and  Buyer  shall
bear all costs and expenses of such legal proceedings.



First American Title Insurance Company


By: /s/ Christopher P Finney            Christopher P Finney
                                             [Print Name]

Its:  Agent