GUARANTEE OF LEASE


Effective as of March 15, 1997


      FOR  VALUE RECEIVED, and in order to induce AEI REAL ESTATE
FUND  XVI  LIMITED PARTNERSHIP, a Minnesota limited  partnership,
whose corporate general partner is AEI Fund Management XVI, Inc.,
a  Minnesota  corporation and AEI REAL ESTATE FUND  XVII  LIMITED
PARTNERSHIP,  a  Minnesota limited partnership,  whose  corporate
general  partner is AEI Fund Management XVII, Inc.,  a  Minnesota
corporation  ("Lessor"), to enter into, execute and deliver  that
certain  Lease  Agreement dated effective of even effective  date
herewith  ("Lease") between Lessor, and Texas Sports  City  Cafe,
Ltd.  ("Lessee"), the undersigned ("Guarantor",  whether  one  or
more)  hereby absolutely and unconditionally guarantees  to  said
Lessor,   its  successors  and  assigns,  the  due   and   prompt
performance  and  observance of all of the  obligations  of  said
Lease  to  be  met by Lessee, including but not  limited  to  the
payment  of  rent and other payments to be made under the  Lease.
The  undersigned agrees that no act or thing, except for  payment
in full or written release of this Guarantee by Lessor, which but
for  this  provision might or could in law or  equity  act  as  a
release  of the liability of the undersigned hereunder, shall  in
any   way   affect  or  impair  the  absolute  and  unconditional
obligation  of  the  undersigned.   This  Guarantee  shall  be  a
continuing, absolute and unconditional Guarantee and shall be  in
full  force and effect until all amounts due and owing under  the
Lease are paid in full, or until this Guarantee has been released
in  writing  by  Lessor, whichever occurs first,  notwithstanding
expiration  or sooner termination of the Lease.  The  undersigned
hereby  waives all notices and protests, as well as all  defenses
and  offsets  which could or may in any way be  asserted  against
said  Lessor,  either on the part of Lessee or by  the  Guarantor
itself.   This  Guarantee  shall inure  to  the  benefit  of  the
successors  and assigns of said Lessor, including any  subsequent
holder of Lessor's interest in the Lease.

     The undersigned hereby waives notice of the execution of the
Lease;  waives notice of the date of commencement of  said  Lease
and  of  any assignment or transfer of Lessor's interest  in  the
Lease  and  agrees to be bound by the terms of this Agreement  to
any  subsequent transferee or assignee of Lessor without  further
notice   or   acceptance   by   such  transferee   or   assignee.
Additionally,  the  undersigned  Guarantor  agrees  to  reimburse
Lessor  for any and all costs or expenses, including legal  fees,
incurred by Lessor in enforcing the terms and conditions  of  the
Lease or this Guaranty.

      The undersigned hereby agrees that the Lessor may from time
to  time without notice to or consent of the undersigned and upon
such  terms  and  conditions  as the Lessor  may  deem  advisable
without affecting this Guarantee (a) release any maker, surety or
other  person  liable  for payment of all  or  any  part  of  the
obligations under the Lease; (b) make any agreement extending  or
otherwise altering the time for or the terms of payment  of  rent
and/or  fulfillment of the obligations of Lessee under the Lease;
(c)  modify, waive, compromise, release, subordinate, resort  to,
exercise or refrain from exercising any right the Lessor may have
hereunder,  under  the  Lease or any  other  security  given  for
payment of rent and/or fulfillment of other obligations of Lessee
under the Lease; (d) accept additional security or guarantees  of
any  kind;  (e) transfer or assign the Lease to any other  party;
(f)  accept  from  Lessee or any other party partial  payment  or
payments  on  account  of  the  Lease;  (g)  release,  settle  or
compromise any claim of the Lessor against the Lessee, or against
any other person, firm or corporation whose obligation is held by
the  Lessor  as  security  for the payment  of  rent  and/or  the
fulfillment of other obligations of Lessee under the Lease.

     The undersigned hereby unconditionally and absolutely waives
(a)  any obligation on the part of the Lessor to protect,  secure
or  insure  any  of  the Leased Premises; (b) the  invalidity  or
unenforceability of the Lease; (c) notice of acceptance  of  this
Guarantee  by the Lessor; (d) notice of presentment,  demand  for
payment,  notice of non-performance, protest, notices of  protest
and  notices  of  dishonor,  notice  of  non-payment  or  partial
payment;  (e) notice of any defaults under the Lease  or  in  the
performance  of  any  of the covenants and  agreements  contained
therein or in any instrument given as security for the Lease; (f)
any  defense,  offset or claim the Lessee or the undersigned  may
have  against  the Lessor; (g) any limitation or  exculpation  of
liability  on  the  part of the Lessee whether contained  in  the
Lease  or  otherwise;  (h) any transfer by the  Lessee;  (i)  any
failure, neglect or omission on the part of Lessor to realize  or
protect  the Leased Premises or any security given therefor;  (j)
any right to insist that the Lessor proceed against the Lessee or
against  any  other Guarantor or surety prior to  enforcing  this
Guarantee;  provided, however, at its sole discretion the  Lessor
may  either  in a separate action or an action pursuant  to  this
Guarantee  pursue its remedies against the Lessee  or  any  other
Guarantor  or  surety, without affecting its  rights  under  this
Guarantee;  or (k) any order, method or manner of application  of
any payments on the Lease.

      Without  limiting  the  generality of  the  foregoing,  the
undersigned  will not assert against the Lessor  any  defense  of
waiver, release, discharge in bankruptcy, statute of limitations,
res  judicata, statute of frauds, anti-deficiency statute, fraud,
ultra vires acts, usury, illegality or unenforceability which may
be available to the Lessee in respect of the Lease, or any setoff
available  against  the Lessor to the Lessee whether  or  not  on
account of a related transaction.

      The  undersigned agrees this Guarantee is executed in order
to  induce the Lessor to lease the Leased Premises to Lessee with
the  intent that it be relied upon by the Lessor.  This Guarantee
shall  run with the Leased Premises and without the need for  any
further  assignment of this Guarantee to any subsequent owner  of
the Leased Premises or the need for any notice to the undersigned
thereof.   Upon assignment of the Lessor's interest in the  Lease
to  any subsequent party, said subsequent party may enforce  this
Guarantee  as if said party had been originally named  as  Lessor
hereunder.

      No right or remedy herein conferred upon or reserved to the
Lessor  is intended to be exclusive of any other available remedy
or  remedies  but each and every remedy shall be  cumulative  and
shall  be  in  addition to every other remedy  given  under  this
Guarantee  or now or hereafter existing at law or in equity.   No
waiver,  amendment,  release or modification  of  this  Guarantee
shall be established by conduct, custom or course of dealing, but
only by an instrument in writing duly executed by Lessor.

      This  Guarantee  and each and every part hereof,  shall  be
binding  upon the undersigned and upon its heirs, administrators,
representatives,  executors, successors  and  assigns  and  shall
inure  to  the  pro rata benefit of each and every future  Lessor
with    the   Lease,   including   the   heirs,   administrators,
representatives, executors, successors and assigns of the Lessor.

      The  undersigned  expressly agrees that the  liability  and
obligations under this Guarantee shall not in any way be affected
by  the  institution by or against the Lessee of any  bankruptcy,
reorganization,    arrangement,   insolvency    or    liquidation
proceedings,  or any other similar proceedings for  relief  under
any  bankruptcy law or similar law for relief of debtors and that
upon  the  institution of any of the above actions,  at  Lessor's
sole   discretion  and  without  any  notice  thereof  or  demand
therefor, the entire unpaid rent and other payments due under the
Lease  shall  become immediately due and payable and  enforceable
against the Guarantor.

       The   undersigned  agrees  to  furnish   to   Lessor   the
undersigned's annual financial statements, audited if  available,
or certified by the undersigned's CEO or CFO as true and correct,
within  90  days  after the end of each calendar year,  and  such
unaudited  interim  statements as Lessor may  reasonably  request
from  time  to time.  Such financial statements shall  include  a
balance  sheet  and, if prepared and available, profit  and  loss
statements.   Any  audited or reviewed financial  statements,  if
available, shall be accompanied by their auditor's opinion.   The
undersigned  shall  also provide Lessor with copies  of  its  tax
returns when filed.

      If  this  Guarantee be executed by more than one person  or
entity, the obligations of the undersigned are understood  to  be
joint and several and are fully enforceable against all or any of
the  undersigned  and neither the legal disaffirmity,  death  nor
release  of any individual shall affect or release the joint  and
several liability of any other Guarantor.

      The undersigned agrees that all indebtedness, liability  or
liabilities now or at any time or times hereafter owing by Lessee
to  the  undersigned  are  hereby subordinated  to  the  Lessee's
obligations  under the Lease and any payment of  indebtedness  of
the  Lessee to the undersigned, if the Lessor so requests,  shall
be  received  by  the undersigned as trustee for  the  Lessor  on
account  of  the  Lessee's  obligations  under  the  Lease.   The
undersigned agrees that the payment of any amount or  amounts  by
the  undersigned pursuant to this Guarantee shall not in any  way
entitle the undersigned whether at law, in equity or otherwise to
any  right to participate in any security held by the Lessor  for
the  payment  of  the Lessee's obligations under the  Lease,  any
right  to  direct  the  application or disposition  of  any  such
security  or  any  right to direct the enforcement  of  any  such
security.  Performance by the undersigned  under  this  Guarantee
shall not entitle the undersigned to be subrogated to any of  the
Lessee's obligations under the Lease or to any security therefor,
unless  and  until  the  full amount of the Lessee's  obligations
under the Lease has been fully paid.

      This  Guarantee  is  executed  under  and  intended  to  be
construed by the laws of the State of Minnesota.  The undersigned
consents to be sued in the jurisdiction and venue of any District
Court  in the State of Minnesota or in any Court in the State  of
Texas,  such jurisdiction and venue to be determined at the  sole
option and election of Lessor.

      This document may be executed in counterpart and separately
by  any  combination of signatories hereto, but shall  constitute
one and the same document as if all signatories executed the same
counterpart.


       IN  WITNESS  WHEREOF,  the  undersigned  has  caused  this
Guarantee to be executed effective as of this 15TH day of  March,
1997.

     HARBORAGE I, LTD.

     By:  Harborage Services, Inc.

          By:/s/ Joyce Mc Reynolds
                 Its:President


STATE OF            )
                    )SS.
COUNTY OF           )

      The  foregoing instrument was acknowledged before  me  this
15th  day  of  March,1997,by Joyce Mc Reynolds, the President  of
Harborage  Services,  Inc., on behalf  of  said  corporation,  as
corporate  general  partner  of  Harborage  I,  Ltd,  a   limited
partnership, on behalf of said limited partnership.

                    /s/ Jane Both
Notary Public



[notary seal]