PURCHASE AGREEMENT
                  1851 East Florence Boulevard
                         Casa Grande, AZ

This  AGREEMENT, entered into effective as of the 31 of  October,
2002.

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 GB  Land
L.L.C.  and/or its assigns ("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.

3.  Purchase  Price.  The purchase price  for  this  Property  is
$1,100,000 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 Land America,
     Attn: Janice Goodwin, 3636 North Central Avenue, Suite  350,
     Phoenix, AZ 85012 ("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.  The First  Payment
     held  for  the  account  of Seller shall  be  non-refundable
     unless  Seller  shall  default hereunder  or  if  Seller  is
     unwilling   or   unable  to  cure  any  title,   survey   or
     environmental defects.

      (b)  Buyer will pay the balance of purchase price  for  the
Property,  $1,090,000  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 the  thirtieth
day after the Effective Date of this Agreement.

6.  Due  Diligence. Buyer will have until the expiration  of  the
15th  day  after  the  Effective  Date  of  this  Agreement  (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  at  Buyer's  sole
expense.  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.  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.

      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.  The  First  Payment  shall  be  non-
refundable unless contingencies in section 20 have not  been  met
or  Seller  shall default hereunder or if Seller is unwilling  or
unable to cure any title, survey or environmental defects.

      If  Buyer  cancels this Agreement as permitted  under  this
Section  or  Sections 16 or 17, except for any liabilities  under
sections  15(a)(iii)  and  16(b) of this  Agreement  (which  will
survive), (after execution of such documents reasonably requested
by  Seller  to evidence the termination hereof), 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
relinquished 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.  Seller  shall
notify Escrowee upon Seller's acceptance of this Agreement.

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 exceptions reflected
in  the  title  commitment reasonably acceptable  to  Buyer  (the
"Permitted   Exceptions"),  current  real  property   taxes   and
assessments;  and survey exceptions.  Buyer shall  have  a  Title
Commitment  issued and tendered to Buyer, with a copy to  Seller,
within  ten  (10)  days  of the date this Purchase  Agreement  is
delivered to Escrowee.

       Buyer  shall  be  allowed  until  the  expiration  of  the
"Inspection and Feasibility Study Period" for examination and the
making  of  any  objections to the survey and  to  any  exception
contained in the Title Commitment, said objections to be made  in
writing  or  deemed waived.  If any objections are so  made,  the
Seller  shall  be  allowed  thirty  (30)  days  to  cure  Buyer's
objections,  or  in the alternative to obtain  a  commitment  for
insurable title insuring over Buyer's objections.  If within such
30-day  period  Seller fails to cure Buyer's  objections,  or  is
unable   to   obtain   insurable  title  to  Buyer's   reasonable
satisfaction, Buyer may elect to cancel this Agreement and (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.

      If  Buyer shall make no written objection to Seller  within
the  Review 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.  Buyer will pay the transfer taxes, if any, and
all  escrow  fees attributable to the closing services  for  this
transaction.   Buyer  will  pay the cost  of  issuing  the  title
commitment  and  the cost of the title insurance premium  for  an
Owner's  policy.   Buyer will pay the mortgage registration  tax,
the  costs of a new survey or an update to the Survey in Seller's
possession (if an update is required by Buyer).  Buyer  will  pay
broker  commissions, if any.  All other closing  costs  shall  be
paid  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.  BUYER
UNDERSTANDS THAT THERE ARE UNPAID REAL ESTATE TAXES AND AGREES TO
ASSUME  FULL  RESPONSIBILITY FOR PAYMENT  OF  THOSE  TAXES  OWED.
RESPONSIBILITY  FOR  REAL  ESTATE TAXES AND  SPECIAL  ASSESSMENTS
SHALL  NOT BE PRORATED AS OF THE DATE OF CLOSING AS THE BUYER  IS
RESPONSIBLE  FOR  PAYMENT  IN FULL. 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 THUS NO ACTUAL PRORATION OF FUNDS AT CLOSING SHALL OCCUR.

11. Seller's Representation and Agreements.

     Seller represents and warrants as of this date that:

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

     (ii)   It  is  not  aware  of any contracts  affecting  this
     Property and potentially or actually binding on Buyer  after
     the  closing  date  except (a.) that certain  Waiver  signed
     September  30,  1997  by Seller in favor  of  the  Franchise
     Finance   Division   of   Green  Tree  Financial   Servicing
     Corporation ("Green Tree") and (b.) the Net Lease  Agreement
     effective  March  1,  1989  between  Huntington  Restaurants
     Group,   Inc.   and  AEI  Real  Estate  Fund  XVII   Limited
     Partnership as may have been amended in writing from time to
     time.

     (iii)   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)  Buyer acknowledges and agrees that Buyer is not relying
     upon  any  representation or warranties made  by  Seller  or
     Seller's Agent except those provided herein.

     (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  of
     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.

     (e)   Buyer  acknowledges and agrees that  the  Property  is
     subject  to  that  certain Lease by and between  Seller  and
     Lessee  Huntington Restaurants Group, Inc., dated  March  1,
     1989, as may have been amended in writing from time to time.
     Buyer  understands that the Lessee is in substantial default
     under  the Lease, that said defaults may not be cured  prior
     to  the  date of Closing, that said defaults are  likely  to
     persist  after the date of Closing, and that Seller reserves
     all  rights to pursue Lessee and any Guarantors of the Lease
     for  all  matters of default occurring prior to the date  of
     Closing of the sale to Buyer hereunder.  Furthermore,  Buyer
     understands and agrees that the Lease is subject to a  Right
     of  First  Refusal  in favor of Lessee,  and  that  Seller's
     obligation  to  perform  hereunder is  subject  to  Seller's
     receipt  of  a  waiver  of said Right of  First  Refusal  by
     Lessee.

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

13. Closing.

     (a) Before the closing date, Seller will deposit into escrow
     an  executed special warranty deed subject to the  Permitted
     Exceptions  conveying  good and indefeasible  title  of  the
     Property  to  Buyer.  At Closing, Seller  shall  deliver  to
     Buyer  and  the Title Company a standard Seller's  Affidavit
     regarding liens and judgments.  Buyer will be given two  (2)
     business  days, prior to closing, to review and approve  all
     closing documents.

     (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, Buyer will forfeit all  rights
and  claims  to the Property and Seller will be relieved  of  all
obligations and will be entitled to retain all monies  heretofore
paid by the Buyer as Seller's sole remedy.

      If  Seller shall default, Buyer may, at its option,  either
terminate this Agreement and receive a full and immediate  refund
of  the First Payment or seek to enforce specific performance  of
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. Property Inspection and Environmental.

     (a)  Seller shall provide Buyer access to the Property  from
     time  to  time  for  the  purpose of conducting  inspections
     thereof  including  mechanical, structural,  electrical  and
     other  physical inspections. Buyer has until the end of  the
     Inspection  and  Feasibility Study Period to  complete  such
     physical inspections.

     (b)  Buyer shall indemnify, defend, and hold harmless Seller
     from  and  against  any and all losses,  claims,  causes  of
     action, liabilities, and costs to the extent caused  by  the
     actions  of  Buyer, its agents, employees,  contractors,  or
     invitees,  during  any  such entry upon  the  Property.  The
     foregoing duty of indemnification shall include the duty  to
     pay all reasonable attorney's fees incurred by the Seller in
     responding  to or defending any such claims or  proceedings,
     and shall survive closing.

     (c) Buyer shall pay for any Phase I Environmental studies it
     wants  to  be performed on the Property. If Buyer desires  a
     Phase  I  Environmental, Buyer shall obtain and  review  the
     same within the Inspection and Feasibility Study Period.  If
     Buyer  terminates this Agreement prior to the expiration  of
     the  Inspection  and  Feasibility Study Period,  Buyer  will
     provide  Seller with copies of all reports and test  results
     Buyer had performed on the Property.

17. 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 17a  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  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  in  relation  to  the
     Property.

     (b) If, prior to closing, the Property, or any part thereof,
     is  taken  or  notice  of  a taking  is  received  from  any
     condemning authority (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 17(a) or 17(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).

18.  Seller's and Buyer's Brokers.  The Seller is not represented
by  a  broker  in  this  transaction.   Any  real  estate  broker
commission earned by a broker enlisted by the Buyer is to be paid
solely by the Buyer.  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.

19.  Cancellation  If either party elects to cancel this Contract
because  of any breach by the other party, the party electing  to
cancel shall deliver to the defaulting party and the escrow agent
a  notice stating that this Contract shall be canceled unless the
breach  is  cured  within 5 days following the  delivery  of  the
notice  to  the  defaulting party.  If the breach  is  not  cured
within  the  5 days following the delivery of the notice  to  the
defaulting party, this Contract shall be canceled.

20.   Contingencies  This agreement is subject to  the  following
contingencies:

      (a)  Subject to Buyers ability to obtain a one million  one
      hundred thousand dollar ($1,100,000) loan from Textron
      Financial.

     (b)  Subject to Denny's, Inc. approving this transaction  as
     well as the purchase of the Denny's business and obtaining a
     franchise agreement for GB Restaurants, Inc.

21. 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)  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.

     (c)  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:

               Attn: Glenn Beattie
               GB Land LLC
               901 E Lynx Way
               Chandler, AZ  85249

     (d)  Buyer may assign this Agreement at any time without the
     consent or prior approval of Seller, and following any  such
     assignment, Seller agrees to close this transaction with the
     assignee  of  Buyer.  The original Buyer named herein  shall
     remain liable for any indemnity obligations hereunder.

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 seven (7) business days after
receipt  of  the executed offer and acknowledgment of receipt  of
the  First Payment by Escrowee within which to accept this  offer
by  fully  executing  this contract and  giving  both  Buyer  and
Escrowee  written  notice  thereof; if not  accepted  by  Seller,
Escrowee shall immediately return the First Payment to Buyer  and
shall not require any releases by the Seller.  The Effective Date
of  this  Agreement  shall be the date  Buyer  receives  a  fully
executed original counterpart of this Agreement.






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

BUYER:

     GB Land L.L.C.

     By: /s/ Glenn Beattie

     Its:  Member
            Title



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  Title Company hereby acknowledges receipt of  a  fully
executed  copy of this Agreement executed by buyer only  and  the
First  Payment referred to in the Agreement on Nov 6,  2002,  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 Pinal  County,
Arizona, 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.



Lawyers Title Insurance Corporation


By: /s/ David D Nowlin

Its:  National Title Officer






                            Exhibit A

                        Legal Description

                                            Commitment No. 62,909-T



A  portion of TRACT "A", of LOS PRADOS, according to the plat  of
record  in  the  office of the County Recorder  of  Pinal  County
Arizona,  recorded  in  Cabinet A, Slide 187,  and  corrected  in
Cabinet A, Slide 190, more particularly described as follows:

BEGINNING  at  a point on the East line of said Tract  "A",  said
point also being the Northeast corner of Tract "B" of said plat;

Thence  North 89 41' 00" West, 225.00 feet, along the North  line
of said Tract "B", to the Northwest corner thereof;

Thence  North 00 19' 00" East, 147.97 feet, along a line that  is
the Northerly projection of the West line of said Tract "B", to a
point on the North line of said Tract "A";

Thence  North 89 48' 00" East, 194.74 feet, along the North  line
of said Tract "A";

Thence along a curve to the right having a radius of 30.00  feet,
a  central angle of 90 31' 00", and an arc length of 47.39, to  a
point of tangency;

Thence South 00 19' 00" West, 119.73 feet, along the East line of
said Tract "A", to the POINT OF BEGINNING.