PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
            (Timber Lodge Steakhouse - St. Cloud, MN)


THIS CO-TENANCY AGREEMENT,

Made and entered into as of the 6TH day of October, 2000, by  and
between The Rynda Family Limited Partnership (hereinafter  called
"Rynda"),  and  AEI  Real  Estate Fund XVII  Limited  Partnership
(hereinafter called "Fund XVII") Rynda, Fund XVII (and any  other
Owner  in  Fee where the context so indicates) being  hereinafter
sometimes collectively called "Co-Tenants" and referred to in the
neuter gender).
WITNESSETH:

WHEREAS,  Fund XVII presently owns an undivided 1.9949%  interest
in  and  to,  and  Rynda  presently owns  an  undivided  15.2418%
interest  in  and  to,  and William Jay and Georgeann  McNaughtan
presently  own  an undivided 11.7244% interest  in  and  to,  and
Marshall  M. Kilduff and Pat S. Kilduff, Trustees of the  Kilduff
1996  Revocable Trust presently own an undivided 9.5671% interest
in  and  to, and Kathleen DeVoe Hans presently owns an  undivided
11.9502% interest in and to, and Kenneth F. Cairns presently owns
an undivided 5.2581% interest in and to, and VTA Building Company
presently owns an undivided 11.9502% interest in and to, and  the
Catharine  C. Whittenburg Testamentary Trust for J.A. Whittenburg
IV  or  assigns presently owns an undivided 11.9502% interest  in
and  to, and Charles R. Amos and Sharon L. Amos, Trustees of  the
Charles R. and Sharon L. Amos Family Trust Dated March 21,  1995,
presently own an undivided 10.8030% interest in and to, and W. E.
and  Hazel  Mason  of  the Mason Living Trust  presently  own  an
undivided  9.5601% interest in and to the land, situated  in  the
City  of  St. Cloud, County of Stearns, and State of MN, (legally
described upon Exhibit A attached hereto and hereby made  a  part
hereof)   and   in  and  to  the  improvements  located   thereon
(hereinafter called "Premises");

WHEREAS,  The  parties  hereto wish to provide  for  the  orderly
operation and management of the Premises and Rynda's interest  by
Fund  XVII;  the continued leasing of space within the  Premises;
for  the distribution of income from and the pro-rata sharing  in
expenses of the Premises.

NOW  THEREFORE, in consideration of the purchase by Rynda  of  an
undivided  interest  in and to the Premises,  for  at  least  One
Dollar  ($1.00) and other good and valuable consideration by  the
parties  hereto  to  one another in hand paid,  the  receipt  and
sufficiency of which are hereby acknowledged, and of  the  mutual
covenants and agreements herein contained, it is hereby agreed by
and between the parties hereto, as follows:

  1.   The  operation  and  management of the Premises  shall  be
delegated to Fund XVII, or its designated agent, successors or
assigns. Provided, however, if Fund XVII shall sell all of its
interest in the Premises, the duties and obligations of Fund XVII
respecting management of the Premises as set forth herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be





Co-Tenant Initial: /s/ RRR /s/ CAR
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN




     bound  by  the  decisions of Fund XVII with respect  to  all
     administrative, operational and management  matters  of  the
     property comprising the Premises, including but not  limited
     to  the  management  of  the net  lease  agreement  for  the
     Premises.  Rynda hereto hereby designates Fund XVII  as  its
     sole and exclusive agent to deal with, and Fund XVII retains
     the  sole  right to deal with, any property agent or  tenant
     and  to  negotiate and enter into, on terms  and  provisions
     satisfactory to Fund XVII, monitor, execute and enforce  the
     terms of leases of space within the Premises, including  but
     not  limited  to  any  amendments, consents  to  assignment,
     sublet, releases or modifications to leases or guarantees of
     lease  or  easements affecting the Premises,  on  behalf  of
     Rynda.  As  long  as  Fund  XVII owns  an  interest  in  the
     Premises, only Fund XVII may obligate Rynda with respect  to
     any expense for the Premises.

As  further set forth in paragraph 2 hereof, Fund XVII agrees  to
require any lessee of the Premises to name Rynda as an insured or
additional  insured in all insurance policies  provided  for,  or
contemplated by, any lease on the Premises. Fund XVII  shall  use
its best efforts to obtain endorsements adding Co-Tenants to said
policies  from  lessee  within 30 days of  commencement  of  this
agreement. In any event, Fund XVII shall distribute any insurance
proceeds it may receive, to the extent consistent with any  lease
on  the  Premises,  to  the Co-Tenants  in  proportion  to  their
respective ownership of the Premises.

2.    Income and expenses shall be allocated among the Co-Tenants
in  proportion to their respective share(s) of ownership.  Shares
of  net income shall be pro-rated for any partial calendar  years
included within the term of this Agreement. Fund XVII may  offset
against,  pay to itself and deduct from any payment due to  under
this Agreement, and may pay to itself the amount of Rynda's share
of  any reasonable expenses of the Premises which are not paid by
Rynda  to  Fund XVII or its assigns, within ten (10)  days  after
demand by Fund XVII. In the event there is insufficient operating
income  from  which to deduct Rynda's unpaid share  of  operating
expenses,  Fund  XVII may pursue any and all legal  remedies  for
collection.

Operating  Expenses  shall include all normal operating  expense,
including  but not limited to: maintenance, utilities,  supplies,
labor, management, advertising and promotional expenses, salaries
and wages of rental and management personnel, leasing commissions
to  third  parties, a monthly accrual to pay insurance  premiums,
real  estate taxes, installments of special assessments  and  for
structural repairs and replacements, management fees, legal  fees
and accounting fees, but excluding all operating expenses paid by
tenant under terms of any lease agreement of the Premises.

Rynda  has  no  requirement to, but has, nonetheless  elected  to
retain, and agrees to annually reimburse, Fund XVII in the amount
of  $910 for the expenses, direct and indirect, incurred by  Fund
XVII   in   providing   Rynda  with  quarterly   accounting   and
distributions  of Rynda's share of net income and  for  tracking,
reporting  and  assessing the calculation  of  Rynda's  share  of
operating  expenses  incurred from  the  Premises.  This  invoice
amount  shall be pro-rated for partial years and Rynda authorizes
Fund  XVII  to deduct such amount from Rynda's share  of  revenue
from  the  Premises. Rynda may terminate this agreement  in  this
paragraph respecting accounting and distributions at any time and
attempt  to collect its share of rental income directly from  the
tenant; however, enforcement of all other provisions of the lease
remains the sole right of Fund XVII pursuant to Section 1 hereof.
Fund XVII may terminate its obligation under this paragraph upon



Co-Tenant Initial: /s/ RRR /s/ CAR
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN



30  days  notice  to Rynda prior to the end of  each  anniversary
hereof, unless agreed in writing to the contrary.

3.    Full, accurate and complete books of account shall be  kept
in  accordance  with generally accepted accounting principles  at
Fund  XVII's  principal  office, and each  Co-Tenant  shall  have
access  to  such books and may inspect and copy any part  thereof
during  normal business hours. Within ninety (90) days after  the
end of each calendar year during the term hereof, Fund XVII shall
prepare  an  accurate income statement for the ownership  of  the
Premises for said calendar year and shall furnish copies  of  the
same  to all Co-Tenants. Quarterly, as its share, Rynda shall  be
entitled  to receive 15.2418% of all items of income and  expense
generated  by the Premises.  Upon receipt of said accounting,  if
the   payments  received  by  each  Co-Tenant  pursuant  to  this
Paragraph  3  do not equal, in the aggregate, the  amounts  which
each  are  entitled  to  receive proportional  to  its  share  of
ownership  with  respect  to  said  calendar  year  pursuant   to
Paragraph  2 hereof, an appropriate adjustment shall be  made  so
that each Co-Tenant receives the amount to which it is entitled.

4.    If  Net Income from the Premises is less than $0.00  (i.e.,
the  Premises  operates  at a loss), or if capital  improvements,
repairs, and/or replacements, for which adequate reserves do  not
exist,  need  to  be made to the Premises, the  Co-Tenants,  upon
receipt  of  a  written request therefor from Fund  XVII,  shall,
within  fifteen (15) business days after receipt of notice,  make
payment to Fund XVII sufficient to pay said net operating  losses
and  to provide necessary operating capital for the premises  and
to   pay   for   said   capital  improvements,   repairs   and/or
replacements, all in proportion to their undivided  interests  in
and to the Premises.

5.    Co-Tenants  may, at any time, sell, finance,  or  otherwise
create  a lien upon their interest in the Premises but only  upon
their  interest  and not upon any part of the interest  held,  or
owned, by any other Co-Tenant.  All Co-Tenants reserve the  right
to escrow proceeds from a sale of their interests in the Premises
to obtain tax deferral by the purchase of replacement property.

6.    If any Co-Tenant shall be in default with respect to any of
its  obligations hereunder, and if said default is not  corrected
within  thirty  (30)  days after receipt by said  defaulting  Co-
Tenant  of written notice of said default, or within a reasonable
period  if  said default does not consist solely of a failure  to
pay money, the remaining Co-Tenant(s) may resort to any available
remedy to cure said default at law, in equity, or by statute.

7.    This Co-Tenancy agreement shall continue in full force  and
effect  and shall bind and inure to the benefit of the  Co-Tenant
and  their respective heirs, executors, administrators,  personal
representatives, successors and permitted assigns until  November
30,  2032  or upon the sale of the entire Premises in  accordance
with  the  terms hereof and proper disbursement of  the  proceeds
thereof,   whichever  shall  first  occur.   Unless  specifically
identified  as  a  personal contract right or obligation  herein,
this  agreement shall run with any interest in the  Property  and
with  the  title thereto. Once any person, party  or  entity  has
ceased  to  have an interest in fee in any portion of the  Entire
Property,  it  shall not be bound by, subject to or benefit  from
the  terms  hereof;  but  its  heirs, executors,  administrators,
personal representatives, successors or assigns, as the case  may
be, shall be substituted for it hereunder.



Co-Tenant Initial: /s/ RRR /s/ CAR
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN



8.    Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be  given
to  all known Co-Tenants and deemed given or served in accordance
with  the  provisions  of  this  Agreement,  if  said  notice  or
elections addressed as follows;

If to Fund XVII:

AEI Real Estate Fund XVII Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota  55101

If to Rynda:

The Rynda Family Limited Partnership
8907 Vincent Place
Bloomington, MN  55431

If to McNaughtan:

William Jay and Georgeann McNaughtan
1695 E. Center Street
Heber City, UT  84032

If to Kilduff:

Marshall M. Kilduff, Trustee
Pat S. Kilduff, Trustee
321 Lake Street
San Francisco, CA  94118-1320

If to Hans:

Kathleen DeVoe Hans
310 Desert Meadow Court
Reno, NV   89502

If to Cairns:

Kenneth F. Cairns
24600 SE Ladd Hill Road
Sherwood, OR  97140


Co-Tenant Initial: /s/ RRR /s/ CAR
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN


If to VTA :

VTA Building Company
12825 Falcon Drive
Apple Valley, MN  55124

If to Whittenburg:

The Catharine C. Whittenburg Testamentary Trust for
J. A.  Whittenburg IV or Assigns
Post Office Box 26
Amarillo, TX  79105

If to Amos:

Charles R. Amos and Sharon L. Amos, Trustees
30033 Knoll View Drive
Rancho Palos Verdes, CA  90275

If to Mason:

Mason Living Trust
136 Baltusrol Road
Franklin, TN  37069

Each mailed notice or election shall be deemed to have been given
to,  or served upon, the party to which addressed on the date the
same  is  deposited in the United States certified  mail,  return
receipt  requested,  postage prepaid, or given  to  a  nationally
recognized  courier  service guaranteeing overnight  delivery  as
properly addressed in the manner above provided. Any party hereto
may  change  its address for the service of notice  hereunder  by
delivering  written notice of said change to  the  other  parties
hereunder, in the manner above specified, at least ten (10)  days
prior to the effective date of said change.

9.    This  Agreement shall not create any partnership  or  joint
venture  among or between the Co-Tenants or any of them, and  the
only  relationship  among  and between the  Co-Tenants  hereunder
shall  be  that  of owners of the premises as tenants  in  common
subject to the terms hereof.

10.    The  unenforceability or invalidity of  any  provision  or
provisions  of  this Agreement as to any person or  circumstances
shall  not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and  all  provisions hereof, in all other respects, shall  remain
valid and enforceable.

11.  In  the  event any litigation arises between  the  parties
hereto relating to this Agreement, or any of the provisions
hereof, the party prevailing in such action shall be entitled to
receive from the losing party, in addition to all other relief,
remedies and damages to which it is otherwise



Co-Tenant Initial: /s/ RRR /s/ CAR
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN




entitled,  all  reasonable  costs  and  expenses,  including
reasonable attorneys' fees, incurred by the prevailing party
in connection with said litigation.

IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be executed and delivered, as of the day and year first above
written.

The Rynda Family Limited Partnership


          By:/s/ Robert R Rynda
                 Robert R. Rynda, general partner


          By: /s/ Carol A Rynda
                  Carol A. Rynda, general partner



                            WITNESS:
                      (As to both signers)



                          (Print Name)


STATE OF MINNESOTA)
                              ) ss
COUNTY OF HENNEPIN )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 2 day  of  October,
2000,  Robert  R.  Rynda  and Carol A. Rynda,  who  executed  the
foregoing instrument in said capacity.

                 /s/ Dennis J Dietzler
                       Notary Public



                  [notary seal]



Co-Tenant Initial: /s/ RRR /s/ CAR
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN



Fund XVII  AEI Real Estate Fund XVII Limited Partnership

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

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


          WITNESS:

          /s/ Dawn Campbell

              Dawn Campbell
               (Print Name)


State of Minnesota )
                                   ) ss.
County of Ramsey  )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 6 day  of  October,
2000,  Robert P. Johnson, President of AEI Fund Management  XVII,
Inc.,  corporate  general partner of AEI Real  Estate  Fund  XVII
Limited Partnership who executed the foregoing instrument in said
capacity  and  on  behalf of the corporation in its  capacity  as
corporate general partner, on behalf of said limited partnership.

                              /s/ Heather Garcia
                                   Notary Public


          [notary seal]






Co-Tenant Initial: /s/ RRR /s/ CAR
Co-Tenancy Agreement for Timber Lodge-St. Cloud, MN





                        EXHIBIT A



That  part of Lot Two (2), Block One (1) Fischer Addition, a duly
recorded  plat in the office of the County Recorder/Registrar  of
titles in Stearns County, Minnesota, lying North of a line  drawn
parallel with and 327.20 feet Southerly of, as measured at  right
angles  to, the most Northerly line of said Lot Two (2); together
with  the rights of ingress, egress, utilities easements and such
other  rights  which constitute an interest in real  property  as
created in that certain Easement and maintenance Agreement  dated
Dec.  10,  1996,  filed of record Dec. 13, 1996 as  Document  No.
835857, and in torrens as Document No. 24060.