PURCHASE AGREEMENT
             Timber Lodge Steakhouse - St. Cloud, MN

This  AGREEMENT, entered into effective as of the 4  of  October,
2000.

l.   PARTIES.  Seller  is  AEI  Real  Estate  Fund  XVII  Limited
Partnership  which presently owns an undivided 17.2367%  interest
in  the fee title to that certain real property legally described
in the attached Exhibit "A" (the "Entire Property")  Buyer is The
Rynda Family Limited Partnership, a Minnesota limited partnership
("Buyer").  Seller  wishes to sell and  Buyer  wishes  to  buy  a
portion  as  Tenant in Common of Seller's interest in the  Entire
Property.

2. PROPERTY. The Property to be sold to Buyer in this transaction
consists    of   an   undivided   15.2418   percentage   interest
(hereinafter, simply the "Property") as Tenant in Common  in  the
Entire Property, and including or excluding the following:

  2.1  Seller owns no interest in any personal property on the
       Entire Property except an interest in external signage,
       which is not being conveyed to Buyer hereunder.

  2.2  Leases. Seller's interests as lessor in the lease described
       in paragraph 11(a) below.

  2.3  Seller owns no interest in any service or maintenance
       contracts or equipment leases regarding the Entire Property.

  2.4  Seller owns no interest in any permits or licenses affecting
       the Entire Property.

  2.5  To the extent the same have been assigned or are assignable
       to Seller, Seller transfers an undivided 15.2418% interest in
       all warranties and guaranties benefiting the Entire Property
       regarding the acquisition, construction, design, use, operation,
       management, or maintenance of the Entire Property upon closing
       of the  transactions  contemplated hereunder.  This provision
       shall be self operative upon closing, shall survive closing, and
       shall not require any further documentation to effect the foregoing.

3.  PURCHASE  PRICE.  The  purchase  price  for  this  percentage
interest in the Entire Property is $325,000, 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
     to Seller (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.

     (b)  Buyer  will deposit the balance of the purchase  price,
     $320,000  (the  "Second Payment") into escrow in  sufficient
     time to allow escrow to close on the closing date.

5.  CLOSING  DATE.   Escrow shall close on or before  October  5,
2000.

6.  DUE  DILIGENCE. Buyer will have until the expiration  of  the
tenth  business day (The "Review Period") after delivery of  each
of following items, to be



Buyer Initial: /s/ RRR  /s/ CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN




supplied  by  Seller, to conduct all of its inspections  and  due
diligence  and satisfy itself regarding each item, the  Property,
and  this transaction.  Buyer agrees to indemnify and hold Seller
harmless for any loss or damage to the Entire Property or persons
caused  by  Buyer  or  its agents arising out  of  such  physical
inspections of the Entire Property.

     (a)   The  original  and  one  copy  of  a  title  insurance
     commitment  for  an  Owner's  Title  insurance  policy  (see
     paragraph 8 below).

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

     (c)  A  copy of an "as built" survey of the Entire  Property
     done concurrent with Seller's acquisition of the Property.

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

     (e)  copies  of any and all environmental reports  affecting
     the Entire Property as are in Seller's possession.

It  is a contingency upon Seller's obligations hereunder that two
(2)  copies  of Co-Tenancy Agreement in the form attached  hereto
duly  executed  by  Buyer and AEI Real Estate Fund  XVII  Limited
Partnership and dated on escrow closing date be delivered to  the
Seller on the closing date.

      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under  the first paragraph  of  section  6  of  this
agreement. (which will survive), 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 this Agreement is canceled by Buyer pursuant to  the
terms  hereof, and unless Seller is in default under any  of  the
terms  of  this Agreement, if Buyer fails to make Second Payment,
Seller shall be entitled to retain the First Payment. Such notice
shall  be  given  as  further  set forth  herein  respecting  the
delivery  of notice.  If this Agreement is not cancelled  as  set
forth  above,  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  escrow  cancellation  fees  and   any
liabilities  under  the first paragraph  of  section  6  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 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 be in default under this Agreement.
Seller  may, at its option, retain the First Payment and  declare
this Agreement null and void, in which event Buyer will be deemed
to  have canceled this Agreement and relinquish all rights in and
to the Property




Buyer Initial: /s/ RRR  /s/s CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN




or  Seller  may exercise its rights under Section 14 hereof.   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 Seller and funds  deposited
in  escrow upon acceptance of this Agreement by both parties. The
escrow  holder  will  be a nationally-recognized  escrow  company
selected by Seller. A copy of this Agreement will be delivered to
the  escrow holder and will serve as escrow instructions together
with the escrow holder's standard instructions and any additional
instructions required by the escrow holder to clarify its  rights
and  duties  (and  the  parties agree to  sign  these  additional
instructions).  If  there  is any conflict  between  these  other
instructions and this Agreement, this Agreement will control.

8.   TITLE.  Closing will be conditioned on the  agreement  of  a
reputable  title company qualified to do business  in  Minnesota,
selected by Seller to issue an Owner's policy of title insurance,
dated  as  of  the  close of escrow, in an amount  equal  to  the
purchase  price, insuring that Buyer will own insurable title  to
the  Property  subject  only  to: the  title  company's  standard
exceptions;  current real property taxes and assessments;  survey
exceptions; the rights of parties in possession pursuant  to  the
lease  defined  in  paragraph 11 below;  all  matters  of  public
record;  and  other  items disclosed to Buyer during  the  Review
Period.

     Buyer shall be allowed seven (7) business days after receipt
of  said  commitment  for  examination  and  the  making  of  any
objections to marketability thereto, said objections to  be  made
in  writing or deemed waived.  If any objections are so made, the
Seller  shall  be  allowed eighty (80) days to  make  such  title
marketable  or  in  the alternative to obtain  a  commitment  for
insurable  title  insuring over Buyer's  objections.   If  Seller
shall  decide to make no efforts to make title marketable, or  is
unable to make title marketable or obtain insurable title, (after
execution  by  Buyer  of such documents reasonably  requested  by
Seller  to evidence the termination hereof) Buyer's First Payment
shall  be returned and this Agreement shall be null and void  and
of  no  further  force and effect.  Seller has no  obligation  to
spend any funds or make any effort to satisfy Buyer's objections,
if any.

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

9.   CLOSING COSTS.  Seller will pay one-half of escrow fees, the
  cost of the title commitment, state deed tax, and any brokerage
  commissions payable.  The Buyer will pay the cost of issuing  a
  Standard  Owners Title Insurance Policy in the full amount of the
  purchase  price,  if Buyer shall decide to purchase  the  same.
  Buyer will pay all recording fees, one-half of the escrow fees,
  and the cost of an update to the Survey in Sellers possession (if
  an  update is required by Buyer.)  Each party will pay its  own
  attorney's fees and costs to document and close this transaction.




Buyer Initial: /s/ RRR  /s/ CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN




10.  REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

     (a)  Because the Entire Property (of which the Property is a
     part) is subject to a triple net lease (as further set forth
     in  paragraph 11(a)(i), the parties acknowledge  that  there
     shall  be no need for a real estate tax proration.  However,
     Seller  represents  that to the best of its  knowledge,  all
     real  estate  taxes and installments of special  assessments
     due  and  payable in all years prior to the year of  Closing
     have been paid in full.  Unpaid real estate taxes and unpaid
     levied and pending special assessments existing on the  date
     of  Closing shall be the responsibility of Buyer and  Seller
     in   proportion  to  their  respective  Tenant   in   Common
     interests,  pro-rated, however, to the date of  closing  for
     the  period  prior to closing, if Tenant shall not  pay  the
     same.  Seller and Buyer shall likewise pay all taxes due and
     payable   in   the  year  after  Closing  and   any   unpaid
     installments  of special assessments payable  therewith  and
     thereafter,  if  such  unpaid  levied  and  pending  special
     assessments and real estate taxes are not paid by any tenant
     of the Entire Property.

     (b)   All income and all operating expenses from the  Entire
     Property  shall be prorated between the parties and adjusted
     by them as of the date of Closing.  Seller shall be entitled
     to  all  income  earned  and shall be  responsible  for  all
     expenses  incurred prior to the date of Closing,  and  Buyer
     shall  be entitled to its proportionate share of all  income
     earned and shall be responsible for its proportionate  share
     of all operating expenses of the Entire Property incurred on
     and after the date of closing.


11.  SELLER'S REPRESENTATION AND AGREEMENTS.

     (a)  Seller representations and warrants.

     (i)   Seller owns the Entire Property, free and clear of all
     encumbrances, except for matters of title as shall be revealed on
     the title commitment pursuant to paragraph 8 hereof, and except
     for the Lease Agreement in existence between AEI Real Estate Fund
     XV  Limited  Partnership, AEI Real Estate Fund XVII  Limited
     Partnership,  and Institutional Net Lease Fund  '93  Limited
     Partnership (as "Landlord") and Timber Lodge Steakhouse, Inc.
     ("Tenant"), dated November 18, 1997. Seller is not aware of any
     other  leases  of the Property.  The above referenced  lease
     agreement has an option to purchase in favor of the Tenant as set
     forth  in  paragraph 33 of said lease agreement. Seller  has
     delivered to Buyer a correct and complete copy of each lease
     agreement and all amendments thereto.  Said lease is in full
     force and neither Seller nor Lessee is in default under  the
     lease.

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

     (ii)  Seller has received no notice of actual or  threatened
     reduction or curtailment of any utilty service now supplied to
     the Entire Property.




Buyer Initial: /s/ RRR  /s/ CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN





     (iii)     Seller has received no notice of actual or threatened
     cancellation or suspension of any certificates of occupancy for
     any portion of the Entire Property.

     (iv)  Seller has received no notice of actual or  threatened
     special assessments or reassessments of the Entire Property.

     (v)  Seller has made available to Buyer a correct and complete
     copy of each permit, or license relating to the Entire Property
     including permits relating to Hazardous Substances, and  its
     amendments, in Seller's possession.  To the best of Seller's
     knowledge: the permits are in full force, and Seller is not in
     default under the Permits.  To the best of Seller's knowledge: no
     other permits are required from any governmental entity in order
     to operate the Entire Property as it is now operated


     (vi) To the best of Seller's knowledge:

          No  toxic or hazardous substances or wastes, pollutants
     or  contaminants  (including without  limitation,  asbestos,
     urea  formaldehyde, the group of organic compounds known  as
     polychlorinated  biphenyls,  petroleum  products   including
     gasoline,  fuel, oil, crude oil and various constituents  of
     such  products, and any hazardous substances as  defined  in
     any Environmental Law (collectively, "Hazardous Substances")
     have  been  generated,  treated, stored,  transferred  from,
     released  or disposed of, or otherwise placed, deposited  in
     or  located  on  the  Entire Property in  violation  of  any
     Environmental  Law nor has any activity been  undertaken  on
     the  Property that would cause or contribute to  the  Entire
     Property  becoming a treatment, storage or disposal facility
     within  the  meaning of any Environmental Law.  The  term  "
     Environmental Law" shall mean any and all federal, state and
     local  laws,  statutes,  codes, or ordinances,  regulations,
     rules,   policies,   consent   decrees,   judicial   orders,
     administrative orders or other requirements relating to  the
     environment or to human health or safety associated with the
     environment, all as amended or modified from time  to  time.
     There  has been no discharge, release or threatened  release
     of  Hazardous Substances from the Entire Property, and there
     are  no  Hazardous Substances or conditions  in  or  on  the
     Entire  Property that may support a claim or cause of action
     under  any  Environmental Law.  The Entire Property  is  not
     now,  and to the best of Seller's knowledge, never has been,
     listed  on  any  list of sites contaminated  with  Hazardous
     Substances, nor used as landfill, dump, disposal or  storage
     site  for  Hazardous Substances.  Seller has maintained  all
     records   required  to  be  kept  concerning  the  presence,
     location and quantity of asbestos containing materials,  and
     presumed  asbestos  containing  materials,  in  the   Entire
     Property  and  will deliver the same to Buyer on  or  before
     closing.

     (vi) Seller has not entered into any other contracts for the
     sale  of  the  Property, nor are there any rights  of  first
     refusal  or  options to purchase the Property or  any  other
     rights of others that might prevent the consummation of this
     Agreement, other than as disclosed herein.

     (vii)   To the best of Seller's knowledge, Seller is not  in
     default  concerning  any of its obligations  or  liabilities
     regarding the Entire Property.



Buyer Initial: /s/ RRR  /s/ CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN



     (viii)  To  the  best of Seller's knowledge,  any  operating
     statements  for the Entire Property that have been  supplied
     from  third  parties  by  Seller to Buyer  are  correct  and
     complete.   Any  such operating statements prepared  by  and
     supplied by Seller are true and correct.

     (ix)   Seller   is   not   a  "foreign   person",   "foreign
     partnership", "foreign trust" or " foreign estate" as  those
     terms  are  defined in Section 1445 of the Internal  Revenue
     Code.

     (x)   There   is   no  action,  litigation,   investigation,
     condemnation  or proceeding of any kind pending  or  to  the
     best of Seller's knowledge threatened against Seller or  any
     portion of the Entire Property.

     (xi)  To  the  best  knowledge  of  Seller:  the  buildings,
     structures  and  improvements  included  within  the  Entire
     Property are structurally sound and in good repair in first-
     class  condition,  and all mechanical, electrical,  heating,
     air   conditioning,  drainage,  sewer,  water  and  plumbing
     systems are in proper working order.

     (xii) The Seller certifies and warrants that the Seller does
     not  know  of any "Wells" on the Entire Property within  the
     meaning of Minn. Stat. Sect.1031.

     (xii)  To  the best knowledge of Seller: no above ground  or
     underground  tanks,  are  located in  or  about  the  Entire
     Property, or have been located under, in or about the Entire
     Property and have subsequently been removed or filled.

     (xiii)   Seller  has  delivered  to  Buyer  copies  of   all
     environmental  reports and studies relating  to  the  Entire
     Property which are in the possession of Seller.

     (xiv) Solely for purposes of satisfying the requirements  of
     Minn. Stat. 115.55 Seller represents that to the best of its
     knowledge, there is no "individual sewage treatment  system"
     (within  the  meaning of that statute)  on  or  serving  the
     Entire Property.

     (xv) Seller is a duly founded limited partnership and is  in
     good  standing  under  the laws of the State  of  Minnesota;
     Seller  is duly qualified to transact business in the  state
     of  Minnesota; Seller has the requisite power and  authority
     to   enter  into  and  perform  this  agreement;   and   the
     performance  of  this agreement will not  conflict  with  or
     result in a violation of any of Seller's limited partnership
     documents, or any judgment, order, or decree of any court.

     (xvi)The above representations and warranties will  be  true
     and  effective as of the closing date as if Seller had  made
     the  same at closing, and shall survive the closing of  this
     transaction.

     (xvii) 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,



Buyer Initial: /s/ RRR    /s/ CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN




     deeds  and  assurances  as Buyer or the  Title  Company  may
     require  and  be  reasonable  in  order  to  consummate  the
     transactions contemplated herein.

     (xix)    Seller  will  indemnify Buyer, its  successors  and
     assigns,  against, and will hold Buyer, its  successors  and
     assigns,  harmless from, any expenses or damages,  including
     reasonable attorneys' fees, that Buyer incurs because of the
     breach  of  any of the above representations and warranties,
     whether  such breach is discovered before or after  closing.
     Wherever  herein  a  representation is  made  "to  the  best
     knowledge of Seller", such representation is limited to  the
     (actual) knowledge of the Seller.  This obligation of Seller
     shall survive closing.

     (xx)   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.

     (b)   Provided  that  Buyer performs  its  obligations  when
     required, Seller agrees that it will not enter into any  new
     contracts that would materially affect the Property  and  be
     binding  on  Buyer  after the Closing Date  without  Buyer's
     prior  consent,  which  will not be  unreasonably  withheld.
     However,  Buyer acknowledges that Seller retains  the  right
     both  prior to and after the Closing Date to freely transfer
     all or a portion of Seller's remaining undivided interest in
     the  Entire Property, provided such sale shall not  encumber
     the  Property being purchased by Buyer in violation  of  the
     terms hereof or the contemplated Co-Tenancy Agreement.

12.  DISCLOSURES.

     (a)   Seller  has not received any notice of  any  material,
     physical,  or  mechanical defects of  the  Entire  Property,
     including  without  limitation, the plumbing,  heating,  air
     conditioning, ventilating, electrical system. To the best of
     Seller's  knowledge without inquiry, all such items  are  in
     good  operating condition and repair and in compliance  with
     all  applicable  governmental, zoning, and  land  use  laws,
     ordinances,  regulations and requirements.  If Seller  shall
     receive any notice to the contrary prior to Closing,  Seller
     will inform Buyer prior to Closing.

     (b)   Seller  has not received any notice that the  use  and
     operation  of the Entire 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  Entire
     Property after the Closing in the manner in which the Entire
     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.



Buyer Initial: /s/ RRR  /s/ CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN




     (d)   Seller  has  not received any notice that  the  Entire
     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 Entire
     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  Entire  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
     Entire  Property  either before or after the  Closing  Date,
     except such Hazardous Materials on or in connection with the
     Entire Property arising out of Seller's gross negligence  or
     intentional misconduct.  If Seller shall receive any  notice
     to  the contrary prior to Closing, Seller will inform  Buyer
     prior to Closing.

     (e)   BUYER AGREES THAT IT SHALL BE PURCHASING THE  PROPERTY
     IN  ITS  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  ENTIRE  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, THE  ENTIRE
     PROPERTY  AND  TO  THE LESSEE AND GUARANTORS  OF  LEASE  WAS
     OBTAINED  FROM A VARIETY OF SOURCES AND SELLER  NEITHER  (A)
     HAS  MADE INDEPENDENT INVESTIGATION OR VERIFICATION OF  SUCH
     INFORMATION TO BE SUPPLIED BY OR PREPARED BY THIRD  PARTIES,
     OR  (B)  MAKES  ANY REPRESENTATIONS AS TO  THE  ACCURACY  OR
     COMPLETENESS  OF SUCH INFORMATION SUPPLIED  OR  PREPARED  BY
     THIRD  PARTIES,  EXCEPT  AS HEREIN  SET  FORTH.   EXCEPT  AS
     OTHERWISE  PROVIDED  HEREIN, 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) AND (B) ABOVE AND THIS PARAGRAPH
     12,  SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS  OR
     IMPLIED, OR ARISING BY OPERATION OF LAW, INCLUDING, BUT  NOT
     LIMITED   TO,   ANY  WARRANTY  OF  CONDITION,  HABITABILITY,
     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.

13.  CLOSING.

     (a)  Before the closing date, Seller will deposit into escrow an
          executed limited warranty deed warranting title against lawful
          claims by, through, or under a conveyance from Seller, but not
          further or otherwise, conveying insurable title of the Property
          to Buyer, subject to the exceptions contained in paragraph 8
          above.  At closing, Seller





Buyer Initial: /s/ RRR  /s/  CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN





          will  deliver to Buyer (for Buyer's signature as  well)
          an   executed  Assignment   and  Assumption  of   Lease
          assigning  to the Buyer an undivided 15.2418 percentage
          interest  in  Lessor's  interest  in  the  Lease  (such
          Assignment  and  Assumption to be in a form  reasonably
          acceptable to Buyer), and if prepared by Buyer  or  its
          counsel, Seller shall execute a Certificate as  to  the
          truth of Seller's Representations and Warranties as  of
          the  closing  date, if such Certificate is  in  a  form
          reasonably satisfactory to Seller.

     (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;  deliver to Seller
     and/or Buyer any other document required by this Agreement.

14.   DEFAULTS.  If Buyer defaults, Buyer will forfeit all rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer.   In  addition, Seller shall retain all remedies available
to Seller at law or in equity.

       If   Seller  defaults,  Buyer  will  be  relieved  of  all
obligations,  will  be entitled to the immediate  return  of  its
First  Payment, and Buyer shall retain all remedies available  to
Buyer at law or equity.

15.  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 Title Company 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.

     (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




Buyer Initial: /s/ RRR  /s/ CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN





       jurisdiction hereof, or (c) any agreement or instrument
       to which Buyer is a party or by which Buyer is bound.


16.  DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

     (a)   If, prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $10,000.00,  this Agreement shall become null and  void,  at
     Buyer's  option exercised, if at all, by written  notice  to
     Seller within ten (10) days after Buyer has received written
     notice  from Seller of said destruction or damage.   Seller,
     however,  shall  have  the right to  adjust  or  settle  any
     insured  loss  until  (i)  all contingencies  set  forth  in
     Paragraph 6 hereof have been satisfied, or waived; and  (ii)
     any  ten-day  period provided for above in this Subparagraph
     16a  for  Buyer  to  elect to terminate this  Agreement  has
     expired  or  Buyer has, by written notice to Seller,  waived
     Buyer's right to terminate this Agreement.  If Buyer  elects
     to  proceed  and  to  consummate the purchase  despite  said
     damage  or  destruction, there shall be no reduction  in  or
     abatement of the purchase price, and Seller shall assign  to
     Buyer the Seller's right, title, and interest in and to  all
     insurance  proceeds  (pro-rata in  relation  to  the  Entire
     Property) resulting from said damage or destruction  to  the
     extent  that the same are payable with respect to damage  to
     the  Property, subject to rights of any Tenant of the Entire
     Property.

     If  the cost of repair is less than $10,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in and to all insurance proceeds pro-rata in relation to the
     Entire  Property,  subject to rights of any  Tenant  of  the
     Entire Property.

     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken by eminent domain, this Agreement  shall
     become null and void, at Buyer's option.  If Buyer elects to
     proceed  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  the
     Seller's  right,  title, and interest in and  to  any  award
     made, or to be made, in the condemnation proceeding pro-rata
     in relation to the Entire Property, subject to rights of any
     Tenant of the Entire Property.

      In the event that this Agreement is terminated by Buyer  as
provided  above  in  Subparagraph 16a or 16b, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof).

17.  BUYER'S 1031 TAX FREE EXCHANGE.

      While  Seller  acknowledges that Buyer  is  purchasing  the
Property  as  "replacement property" to  accomplish  a  tax  free
exchange,   Buyer   acknowledges  that   Seller   has   made   no
representations,  warranties, or agreements to Buyer  or  Buyer's
agents  that  the transaction contemplated by the Agreement  will
qualify




Buyer Initial: /s/ RRR  /s/ CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN





for  such tax treatment, nor has there been any reliance  thereon
by  Buyer  respecting  the  legal  or  tax  implications  of  the
transactions contemplated hereby.  Buyer further represents  that
it has sought and obtained such third party advice and counsel as
it  deems  necessary in regards to the tax implications  of  this
transaction.

      Buyer  wishes  to  novate/assign the ownership  rights  and
interest  of this Purchase Agreement to Richfield Bank and  Trust
which  will  act as Accommodator to perfect the 1031 exchange  by
preparing  an  agreement  of exchange of  Real  Property  whereby
Richfield  Bank  and  Trust will be an  independent  third  party
purchasing the ownership interest in subject property from Seller
and  selling the ownership interest in subject property to  Buyer
under  the  same  terms  and conditions  as  documented  in  this
Purchase Agreement.  Buyer asks the Seller, and Seller agrees  to
cooperate  in  the  perfection of  such  an  exchange  if  at  no
additional  cost or expense to Seller or delay  in  time.   Buyer
hereby  indemnifies  and holds Seller harmless  from  any  claims
and/or  actions  resulting from said exchange.  Pursuant  to  the
direction  of  Richfield Bank and Trust , Seller  will  deed  the
Property to Buyer.

18.  CANCELLATION

     If  any party elects to cancel this Contract because of  any
     breach by another party or because escrow fails to close  by
     the  agreed date, the party electing to cancel shall deliver
     to escrow agent a notice containing the address of the party
     in  breach and stating that this Contract shall be cancelled
     unless  the  breach  is cured within 10 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 10  days
     following  the  delivery of the notice to the escrow  agent,
     this Contract shall be cancelled.

19.  MISCELLANEOUS.

     (a)  This Agreement may be amended only by written agreement
     signed by both Seller and Buyer, and all waivers must be  in
     writing  and signed by the waiving party.  Time  is  of  the
     essence.   This  Agreement  will not  be  construed  for  or
     against  a party whether or not that party has drafted  this
     Agreement.  If there is any action or proceeding between the
     parties relating to this Agreement the prevailing party will
     be  entitled to recover attorney's fees and costs.  This  is
     an  integrated  agreement containing all agreements  of  the
     parties  about the Property and the other matters described,
     and  it  supersedes any other agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.

     (b)   If  this  escrow has not closed by  October  6,  2000,
     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.



Buyer Initial: /s/ RRR  /s/ CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN




     (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 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

     If to Buyer:

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

20. Contingencies: The obligations of Buyer under this Agreement
are contingent upon each of the following:

          (i) REPRESENTATIONS  AND  WARRANTIES  .             The
          representations and warranties of Seller  contained  in
          this Agreement must be true now and on the Closing Date
          as  if  made on the Closing Date and Seller shall  have
          delivered  to  Buyer on the Closing Date a  certificate
          dated   the  Closing  Date,  signed  by  an  authorized
          representative   of   Seller,  certifying   that   such
          representations  and warranties  are  true  as  of  the
          Closing Date.  Buyer or its counsel shall prepare  such
          certificate

          (ii) TITLE.  Title shall have been found acceptable, or
          been   made   acceptable,  in   accordance   with   the
          requirements and terms of this Agreement.

          (iii)  DOCUMENT REVIEW.  On or before 10 business  days
          after  the  signing  of  this Agreement,  Seller  shall
          deliver  to  Buyer  true  and complete  copies  of  all
          Leases, and other due diligence as required herein  for
          Buyer's review and analysis.  Seller shall allow  Buyer
          to  interview  Tenants of the Entire  Property.   Buyer
          shall  have determined, on or before the date which  is
          10  Business  days  after the  last  such  document  is
          delivered, that it is satisfied, in its sole  judgment,
          with its review and analysis of the Leases, title,  and
          any other due diligence.

          (III) ESTOPPEL CERTIFICATES.  Buyer shall have received, on
          or before the Closing Date, estoppel certificates from all
          tenants under Leases, which certificates shall disclose no
          facts  which  are material or contradictory to those facts
          previously disclosed in Buyer's prior review of the Leases
          or  which  are material  to  Buyer's  acquisition  of  the
          Property, and shall confirm the rents




Buyer Initial: /s/ RRR  /s/ CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN




          payable  by  such tenant.  Seller shall  use  its  best
          efforts  to obtain estoppel certificates from  each  of
          such tenants; provided Seller shall not be required  to
          expend   significant   moneys   or   make   significant
          concessions   in   order   to  obtain   such   estoppel
          certificates.   If a tenant shall fail  to  deliver  an
          estoppel certificate, Seller may deliver at closing  an
          estoppel certificate signed by Seller representing  the
          same facts as such tenant would have represented in the
          missing estoppel certificate.

     If  a  contingency which is required to be satisfied  on  or
before a specified date has not been satisfied on or before  that
date, or if a contingency which is required to be satisfied on or
before  the Closing Date has not been satisfied on or before  the
Closing  Date,  then  in  either  case  this  Agreement  may   be
terminated,  at Buyer's option, by written notice from  Buyer  to
Seller  given not more than five days after the said date  or  on
the Closing Date, as the case may be.  Upon such termination, the
First  Payment and any interest accrued thereon shall be released
to  Buyer  and  upon  such return, neither party  will  have  any
further  rights  or obligations regarding this Agreement  or  the
Entire  Property except as otherwise permitted in this Agreement.
All   the   contingencies  set  forth  in  this   Agreement   are
specifically  stated and agreed to be for the sole and  exclusive
benefit  of  the  Buyer and the Buyer shall  have  the  right  to
unilaterally waive any contingency by written notice  to  Seller.
If  Buyer  shall fail to give such notice on or before such  date
than the contingency shall be deemed to have been satisfied.

Seller  shall  allow  Buyer, and Buyer's agents,  access  to  the
Entire  Property without charge and at all reasonable  times  for
the  purpose of Buyer's investigation of the same.  Seller  shall
make  available  to Buyer and Buyer's agents without  charge  all
plans   and   specifications,  records,  permits   and   material
correspondence  in  Seller's possession relating  to  the  Entire
Property  and  Hazardous  Substances,  if  any,   affecting   the
Property.   Buyer  shall  pay  all  cost  and  expenses  of  such
investigation  and  shall  hold Seller and  the  Entire  Property
harmless  from  all  costs and liabilities  relating  to  Buyer's
activities.  Buyer agrees to indemnify and hold  Seller  harmless
for  any loss or damage to the Entire Property or persons  caused
by  Buyer  or its agents arising out of such physical inspections
of  the  Entire Property.  Buyer shall further repair and restore
any  damage to the Entire Property caused by or occurring  during
Buyer's  testing and return the Entire Property and /or  Personal
Property to substantially the same condition as existed prior  to
such entry.

      When  accepted, this offer will be a binding agreement  for
valid  and  sufficient consideration which will bind and  benefit
Buyer, Seller and their respective successors and assigns.  Buyer
is  submitting  this offer by signing a copy of  this  offer  and
delivering it to Seller.  Seller has five (5) business days  from
receipt within which to accept this offer.

      This  Agreement  shall be governed by, and  interpreted  in
accordance with, the laws of the state of Minnesota.



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Buyer Initial: /s/ RRR /s/CAR
Purchase Agreement for Timber Lodge-St. Cloud, MN




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

BUYER:    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




SELLER:   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








Buyer Initial: /s/ RRR  /s/CAR
Purchase 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 constitue 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 ad Document No. 24060.