PURCHASE AGREEMENT ("Agreement")
               Property: 1020 N. Westmoreland Road
                           Dallas, TX

This AGREEMENT, entered into effective as of the 23rd of December
2003.  The  effective date of this Agreement  ("Effective  Date")
shall  be  the  date  Buyer  receives a fully  executed  original
counterpart of this Agreement.

I.    Parties.  Seller  is  AEI  Real  Estate  Fund  XVI  Limited
Partnership  and  AEI  Real Estate Fund XVII Limited  Partnership
(collectively "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"), commonly known  as
1020 N. Westmoreland Road, Dallas, Texas. Buyer is Alan Rusbforth
("Buyer").  Seller  wishes to sell and Buyer wishes  to  buy  the
Property.

 a.   The   term  "Property"  shall  be  deemed  to  include  the
       following:

    1.LAND:  All  that certain tract or parcel of land  described
       in  Exhibit A (the "Land") attached hereto and made a part
       of this Agreement;
    ii.      APPURTENANCES:  All  easements,   rights   of   way,
       licenses, privileges, hereditaments and appurtenances,  if
       any,  belonging to or inuring to the benefit of the  Land,
       and  all  right,  title and interest in and  to  any  land
       lying  in the bed of any highway, street, road or  avenue,
       opened  or  proposed, in front of or abutting or adjoining
       the Land (collectively, the "Appurtenances");
    iii.    IMPROVEMENTS:  The buildings and  other  improvements
       located  on  the Land, including all fixtures, electrical,
       heating,    ventilating,   air   conditioning,   plumbing,
       security,  fire  suppression and other mechanical  systems
       free of liens (the "Improvements");
    iv.     LEASES:  Seller's interest in any leases  of  all  or
       any  portion  of the Property ("Leases", or  individually,
       "Lease"),  all  guaranties applicable to the  Leases,  and
       all  security deposits, advance rentals and like payments,
       if any, held by Seller in connection with the Leases;
    v.PERSONAL  PROPERTY:  All tangible personal  property  owned
       by  Seller  and  used  in connection with  the  ownership,
       operation,  maintenance, use or occupancy of the  Property
       (the  "Personal Property"), including, without  limitation
       all    furniture,   furnishings,   machinery,   equipment,
       materials and supplies owned by Seller and located  at  or
       appurtenant to the Property; and
    vi.     Intangibles:  All intangible personal property  owned
       by  Seller  and  used  in connection with  the  ownership,
       operation,  maintenance, use or occupancy of the  Property
       (the  "Intangibles"), including but  not  limited  to  all
       licenses,    authorizations,   approvals,   permits    and
       certificates  of  occupancy  issued  by  any  governmental
       authority  and  relating to the ownership; use,  operation
       or  occupancy  of  the Property (the "Permits"),  and  all
       currently  effective  warranties and guaranties  given  by
       any  contractor, supplier or manufacturer of any  Personal
       Property or Improvements, or of any work performed on  any
       Personal Property or Improvements (The "Warranties").

       EXCLUDED  fixtures and items are limited to the  following
       items: NONE

2.    PROPERTY.  The  Property  to  be  sold  to  Buyer  in  this
transaction  is  legally described on Exhibit A attached  hereto,
subject  to the provisions of Buyer review of title as set  forth
below in paragraph 8,
                             (PAGE)


including  that  certain Net Lease Agreement between  Seller  and
Jiffy Lube International of Maryland, Inc.

3.PURCHASE  PRICE. The purchase price for this Property  is  Four
  Hundred  Ninety  Thousand  and 00/100 dollars  ($490,000)  cash
  plus  Fifty and 00/100 dollars ($50) independent consideration,
  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  Twenty
    Thousand  and 00/100 dollars ($20,000) in cash or good  funds
    (the  "First  Payment") to Chicago Title  Insurance  Company,
    270   N.  1604  East,  Suite  100,  San  Antonio,  TX  78232,
    Attention:  Mary  Furgason ("Escrowee").  The  First  Payment
    will  be  credited  against the purchase price  when  and  if
    escrow  closes  and  the  sale  is  completed,  or  otherwise
    disbursed pursuant to the terms of this Agreement. After  the
    expiration  of  the Review Period as defined in  paragraph  6
    below,  the  First  Payment held for the  account  of  Seller
    shall  become  non-refundable  unless  Seller  shall  default
    hereunder  or this agreement is properly cancelled  by  Buyer
    pursuant  to  the  terms  hereof. All  interest  accruing  on
    deposits made by Buyer shall belong to Buyer.

    (b)   Buyer  will pay the balance of purchase price  for  the
    Property,  $470,000  in  cash  or  good  funds  (the  "Second
    Payment"),  at  closing to the Escrowee who shall  close  the
    transaction according to the terms hereof.

    (c)   When  this Agreement is executed, Buyer will  also  pay
    $50  in  cash  in  good  funds directly  to  Seller  ("Option
    Consideration"),   which  shall  be  in   consideration   for
    Seller's  execution of this Agreement, but will  be  credited
    against the purchase price when and if escrow closes and  the
    sale   is  completed.  The  Option  Consideration  shall   be
    considered  non-refundable if this  Agreement  is  terminated
    for any reason.

5.    CLOSING  DATE.  Escrow shall close on or before  the  tenth
(10th) day after the Inspection and Feasibility Study Period  (as
hereinafter  defined) (as extended, if applicable) is  completed.
Closing  shall  be  at Buyer's title insurer  or  at  some  other
mutually agreeable location.

6.    DUE  DILIGENCE. Buyer, including but not limited to Buyer's
agents,  employees, contractors and consultants, will have  until
the  expiration of the 30th 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 shall  take  all  steps
necessary  to  minimize any disruption to Seller's tenant.  Buyer
agrees  he  will utilize reasonable efforts to keep and  maintain
all  sensitive  or  confidential information from  disclosure  to
third  parties (except to the extent such disclosure is  required
by  Buyer's lender, title insurer or similar entity or  otherwise
required  to  assist  Buyer in completing  the  purchase  of  the
subject  property).  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.



                             (PAGE)

    b.   Review  of Books and Records: Within five (5) days after
          the  Effective Date, Seller shall deliver copies of the
          following  documents to Buyer, to the extent  the  same
          are in Seller's possession or control:

            i.    All Leases all service contracts; all equipment
            leases;   all   plans  and  specification   for   the
            Improvements;   all  architectural  and   engineering
            reports;  all  environmental studies;  all  insurance
            policies;  all real estate tax bills and  assessments
            for  the  past  five  (5)  years;  all  permits;  all
            warranties  and all operating statements relating  to
            the Property.

In  addition  (and without limiting the foregoing), Seller  shall
provide  Buyer  with  copies  of  any  ancillary  agreements   or
correspondence relating to tenant fights, (i.e., right  of  first
refusal),  including  information relating  to  delinquent  rent,
outstanding  "free rent" periods, outstanding tenant  improvement
allowances  due to tenant, additional rent and other charges  and
interest  accrued  on  security deposits,  guaranty  of  existing
tenant's  leasehold interest at the Property,  any  documentation
supporting   the  current  tenant's  financial  position   (i.e.,
tenant's  financial  statements), any documentation  relating  to
tenant's  intentions  with  respect  to  renewal  or  termination
(whether  early or otherwise) of the Lease, any available  survey
information, and any warranties or guarantees for building system
components (e.g., HVAC, etc.)

Buyer  may  cancel  this Agreement for ANY REASON  in  its  sole,
subjective,  and absolute discretion by delivering a cancellation
notice (the "Cancellation Notice") by U.S. certified mail, return
receipt  requested, or by personal delivery to Seller and  escrow
holder  before  the expiration of the Inspection and  Feasibility
Study  Period.  If delivery is by mail, the date on  which  Buyer
deposits  the  Cancellation Notice in the U.S.  Mail  shall,  for
purposes  of this section 6, be deemed to be the date of delivery
to  Seller,  notwithstanding the date on  which  it  is  actually
received  by Seller. If Buyer exercises its right to  cancel  via
the  Cancellation Notice, this Agreement shall  become  null  and
void  and  neither  Seller  nor  Buyer  shall  have  any  further
liability  or obligation to the other, except for the  obligation
to  pay any amounts in escrow to Buyer. If this Agreement is  not
canceled  as  set forth herein, the First Payment shall  be  non-
refundable  unless  Seller  shall  default  hereunder   or   this
Agreement  is properly cancelled by Buyer pursuant to  the  terms
hereof.

    If  Buyer  cancels  this Agreement as  permitted  under  this
Section  or Section 16, except for any liabilities under sections
15(a)iii) and 16(b) of this Agreement (which will survive), Buyer
(after execution of such documents reasonably requested by Seller
to  evidence  the termination hereof) shall be promptly  returned
its  First  Payment,  and Buyer will have absolutely  no  rights,
claims or interest of any type in connection with the Property or
this transaction, regardless of any alleged conduct by Seller  or
anyone else.

    Unless   Seller  shall  be  in  default  of  any   obligation
hereunder, or this Agreement is canceled by Buyer pursuant to the
terms  hereof, if Buyer fails to make the Second Payment,  Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably  will be deemed to have canceled this  Agreement  and
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

                             (PAGE)

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 (at regular
rates)  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.  Seller  shall  have  a  Title
Commitment issued and tendered to Buyer within twenty  (20)  days
of  the date this Purchase Agreement is delivered to Escrowee. No
adverse  matter  that  is added to the Title  Commitment  or  the
survey   after  its  original  issuance  shall  be  a   Permitted
Exception.

    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   at  regular  rates  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  (with
title  insurance  issued at regular rates) 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. Seller will pay the deed stamp taxes, if any,
and  one-half of escrow fees attributable to the closing services
for  this  transaction, and any brokerage commissions payable  to
Trammell Crow Services, Inc. only. Seller shall pay for the  cost
of  issuing  the  title  commitment and the  cost  of  the  title
insurance premium for an Owner's policy. Buyer will pay  one-half
of the escrow fees, the costs of a new survey or an update to the
Survey  in  Seller's  possession (if an  update  is  required  by
Buyer). All other closing costs shall be paid by Seller and Buyer
in  the  manner in which such costs are customarily paid by  such
parties in transactions involving real property in Dallas County,
Texas.  Each party will pay its own attorneys' fees and costs  to
document and close this transaction.

10.   REAL  ESTATE  TAXES.  SPECIAL ASSESSMENTS  AND  PRORATIONS.
Seller  represents  that to the best of its knowledge,  all  real
estate  taxes and assessments due and payable in all years  prior
to  the  year of Closing have been paid in full. 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 special assessments and thus no actual proration of funds  at
closing shall occur.

                             (PAGE)

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 that have not been  disclosed  to
    Buyer.

    (ii)  The  Property  is  subject to a NetLease  Agreement  as
    follows:

          (a)   Net  Lease Agreement entered into July  23,  1987
          ("Lease"), as assigned, by and between Seller and Jiffy
          Lube  International  of  Maryland,  Inc.,  a  true  and
          accurate copy of which is attached hereto as Exhibit B.
          Seller  warrants  that, following  the  Effective  Date
          until termination hereof, it shall not, without Buyer's
          written   consent,   enter   into   any   modification,
          amendment, renewal, termination or other change of  the
          terms of the Lease without Buyer's written consent.

    (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.


                             (PAGE)

      (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  LIMITIIIG  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 THECLOSLNG DATE.

    (e)   Notwithstanding  the foregoing, Seller  represents  and
    warrants  that  Seller  has  no  actual  knowledge,   without
    investigation,  except as noted in this Agreement  that:  (1)
    The  Property has been contaminated by any substance  in  any
    manner  which requires remediation; (2) The Property contains
    wetlands,   flood   plains,  or  any  other   environmentally
    sensitive   areas,  development  of  which  is   limited   or
    precluded   by  law;  (3)  The  Property  contains  asbestos,
    polychlorinated  biphenyls, lead-based  paint  or  any  other
    substance,  the removal or disposal of which  is  subject  to
    any  law or regulation; (4) Any law has been violated in  the
    handling  or  disposing  of  any material  or  waste  or  the
    discharge of any material into the soil, air, surface  water,
    or  ground  water;  and  (5) Seller shall  deliver  to  Buyer
    contemporaneously  herewith  information  in  Seller's  files
    constituting  its knowledge respecting the possible  presence
    of  underground  storage tanks on the  Property.  Seller  has
    received  no  notice  from any governmental  authority  of  a
    violation  of  Federal,  state or local  law,  regulation  or
    ordinance affecting any portion of the Premises. To the  best
    of  Seller's knowledge without inquiry, no permits, approvals
    and  licenses are necessary for the Seller's ownership of the
    Premises  and,  to  the  best of Seller's  knowledge  without
    inquiry, Tenant has obtained all such permits, approvals  and
    licenses  for  the  use and operation  of  the  Premises.  In
    addition,  no  notice  by or from any  government  or  public
    authority  has been served upon Seller or anyone on  Seller's
    behalf,  including notices relating to violations of  zoning,
    housing,  building,  safety or fire ordinances  which  remain
    uncorrected,  and  that Seller knows  of  no  condition  that
    would  constitute violation of any such ordinances which,  to
    the  best of Seller's knowledge, remains uncorrected,  unless
    otherwise specified here: NONE

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

13. CLOSING

    (a)    Before  the  closing  date  ("Closing"),  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  five  (5)  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

                             (PAGE)

    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.

    (d)  At  Closing,  Seller  shall  deliver  or  cause  to   be
    delivered to Buyer the following:
          An Assignment and Assumption of Lease substantially  in
       the form attached to this
         Agreement as Exhibit C (the "Assignment of Leases"); -
         An  estoppel  certificate  from  the  tenant  under  the
          Lease,  dated not more than thirty (30) days  prior  to
          Closing,  substantially in the form  attached  to  this
          Agreement   as   Exhibit   D  (the   "Tenant   Estoppel
          Certificates"). If for reasons beyond Seller's  control
          Tenant  shall not execute the Estoppel attached hereto,
          Buyer  may  terminate this agreement  and  receive  the
          return  of  its First Payment and this Agreement  shall
          be  terminated  without farther liability  between  the
          parties.
         A  letter  to  the  tenant in form  prepared  by  Buyer,
          advising  it  of the sale of the Property and  advising
          the  tenant  to  recognize Buyer as the landlord  under
          the Lease.

    (e) Adjustments
       SUMS  PRORATED.  Except  to the extent  that  any  of  the
       following  items  are  the responsibility  of  the  tenant
       under the Lease, the following items shall be prorated  as
       of  12:01  a.m.  prevailing Central Time  on  the  Closing
       date,  on the basis of a 365-day year, with Seller  deemed
       the owner of the Property on the entire Closing date:
               i.Rent,  additional tent, escalations,  and  other
                 amounts  paid  by  the tenant under  the  Lease;
                 water, sewer and utility charges; charges  under
                 any  operating contracts assumed by  Buyer;  and
                 any  other  expenses relating  to  the  Property
                 which are customarily adjusted at settlement.

               ii.     RENTS. Without limiting the generality  of
                 the preceding section, credit shall be given  to
                 Buyer  at  Closing for (a) fixed rents  paid  by
                 the  tenant  for the month in which the  Closing
                 occurs  which are allocable to the  period  from
                 and  after  Closing;  (b) amounts  paid  by  the
                 tenant,  if any, for operating expenses and  all
                 other   items  of  additional  rent  and   other
                 payments  for  the  year  or  period  in   which
                 Closing  occurs  which  are  allocable  to   the
                 period  from  and after Closing; and  (c)  fixed
                 rent, operating expenses and all other items  of
                 additional  rent and other payments  which  have
                 been  prepaid by the tenant for any period after
                 Closing.

       (f)  As provided in section 6 of this Agreement, at Closing,
          Seller shall deliver a statement setting forth, among other
          things, delinquent rent, additional rent and other charges
          under the Lease (collectively, "Delinquent Rent"). There
          shall be no

                             (PAGE)

       apportionment  of  the  Delinquent Rent  at  Closing.  All
       payment  received from the tenant after Closing  shall  be
       applied  first  to  the  amounts  owing  for  the   months
       subsequent to the month in which Closing occurs,  next  to
       amounts  owing for the month in which Closing occurs,  and
       last  to  amounts owing for periods prior to the  dale  of
       Closing.  Credit shall be given to Buyer  at  Closing  for
       all  tenant  security  deposits  (including  any  interest
       required  to  be paid to tenant pursuant to the  terms  of
       the Lease or by law).

       (g)   METER  READINGS. Unless the tenant  has  direct  and
       sole  responsibility for all utilities, arrangements shall
       be  made for the reading of meters for all utilities on or
       about  the Closing date. If such meter readings take place
       on  a  date  other  than  the  Closing-date,  a  pro  rata
       adjustment will be made when the bills are received,  such
       adjustment  to be made on a day-to-day basis, with  Seller
       being  responsible  for  any time  periods  prior  to  the
       Closing  date  and  with Buyer being responsible  for  any
       time periods on and after the Closing date.

  14.    Period Prior to Closing:
       (a)   Between the date of this Agreement and the  Closing,
       Seller agrees to:
        1.AFFIRMATIVE COVENANTS.
          a.Maintain  the  Property,  and any  personal  property
             specified  herein, in its present condition,  normal
             wear  and  tear  excepted  and  make  all  necessaiy
             repairs  and replacements, and deliver the  Property
             on  the closing date in the same condition they  are
             on   the  date  of  this  Agreement;  maintain   the
             existing  insurance  policies  in  full  force   and
             effect;  continue to manage and operate the Property
             in  the  same  manner  in which they  are  presently
             managed  and  operated; deliver to  Buyer,  promptly
             after  receipt by Seller, copies of all  notices  of
             violation  issued by any board, bureau,  commission,
             department  or body of any municipal, county,  state
             or  Federal  government entity with respect  to  the
             Property received by Seller after the date  of  this
             Agreement;  advise Buyer promptly of any litigation,
             arbitration  or  other  judicial  or  administrative
             proceeding  which concerns or affects the  Property;
             comply with the requirements of all Leases;

           b.In   the   event  Seller  becomes  aware  that   any
             representation  or warranty made by Seller  in  this
             Agreement  will  not  be true  and  correct  on  the
             Closing  date, as if made at and as of  the  Closing
             date,  give prompt written notice thereof to  Buyer,
             which  notice shall include all information  related
             thereto that is in Seller's possession or control.

           C.   NEGATIVE COVENANTS. Between the  date  of   this
             Agreement and the Closing Date, Seller agrees that,
             without Buyer's prior written consent, Seller  will
             not grant, create, assume or permit to  be  created
             any mortgage, lien,  encumbrance,  lease, easement,
             covenant,  condition, right-of-way  or  restriction
             upon  the  Property  or  take  or permit any action
             adversely affecting the title to the Property as it
             exists  on the date of this Agreement; nor  cancel,
             modify, extend or amend any Lease, Service Contract
             or equipment lease, or enter into any (a) new lease
             of any portion of the Property,(b) service contract
             (including,  without  limitation,  any  management,
             listing, service, equipment, supply, maintenance or
             concession  agreement),  or  (c)  equipment  lease;
             remove any Personal Property

                             (PAGE)

              from the Property except in the ordinary course  of
              business  and  provided such personal  property  is
              replaced  with items of the same or better quality,
              which  replacement items shall then constitute  and
              be  included as part of the Personal Property,  nor
              make any alterations to the Property.

  15.     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  all  amounts  paid as deposits, 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.

 16. 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  and Seller agree to indemnify and  hold  each
      other  harmless from any and all claims of any  persons  or
      entities claiming a brokerage or other fee arising  out  of
      representation of the other party.

  17. 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.



                             (PAGE)

       (c)  Buyer  shall  pay  for  any  Phase  I  or  Phase   II
    Environmental  studies  it  wants  to  be  performed  on  the
    Property.   If  Buyer  desires  a  Phase  I   or   Phase   II
    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.

18. 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 ef 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 (10J 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. In the event that Buyer opts to  receive  such
    insurance proceeds, Seller agrees it will cooperate with  and
    take  all  reasonable steps to assist Buyer  and  ensure  the
    timely collection of said proceeds by Buyer.

    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  in  relation  to  the
    Property. Seller agrees it will cooperate with and  take  all
    reasonable  steps  to  assist Buyer  and  ensure  the  timely
    collection of said proceeds by Buyer.

    (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.  Seller
    agrees  it will cooperate with and take all reasonable  steps
    to  assist  Buyer  and ensure the timely collection  of  said
    condemnation proceeds by Buyer

    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).



                             (PAGE)

19.   SELLER'S  AND BUYER'S BROKERS. Michael Wheat  of  Tranimell
Crow  Services, Inc. is the broker representing the  Seller  (and
the  Seller  only) in this transaction. Seller will pay  Trammell
Crow Services, Inc. a six percent (6%) commission (and only shall
be  paid  commission  if this transaction as  contemplated  shall
close). Seller will not be responsible for any commission payable
to  Buyer's  broker, if any. The Buyer and Seller both  represent
and warrant that no other brokers have 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.

20.  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  (via certified U.S. Mail, return receipt requested  or
via  overnight  delivery service [such as Federal  Express]  that
provides  for tracking and a receipt reflecting date of delivery)
stating that this Contract shall be canceled unless the breach is
cured  within five (5) days following the delivery of the  notice
to  the  defaulting party. If the breach is not cured within  the
five  (5)  days  following the delivery  of  the  notice  to  the
defaulting party, this Contract shall be canceled.

21.   Severability.  If any provision of this Agreement,  or  the
application  thereof to any person, place or circumstance,  shall
be  held  by  a  court of competent jurisdiction to  be  invalid,
unenforceable or void, the remainder of this Agreement  and  such
provisions  as applied to other persons, places and circumstances
shall remain in full force and effect.

22.  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 aood 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 and confirmation of receipt 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 Fund Management, Inc.
          1300 Wells Fargo Place

                             (PAGE)

          30 Seventh Street East
          St.Paul,MN 55101-4901

     If to Buyer:

          Alan Rusbforth
          P0 Box 926
          Bryn Mawr, PA 19010

    (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.

    (e)  In  the event Buyer wishes to enter into a tax  deferred
    exchange  relating to the Property pursuant to  Section  1031
    of  the  Internal  Revenue Code, Seller agrees  to  cooperate
    with  Buyer  in connection with such exchange, including  the
    execution  of  such documents as may be reasonably  necessary
    to  conduct  the exchange, provided that there  shall  be  no
    delay  in  the  agreed-to  settlement  date,  and  that   any
    additional  costs  associated  with  the  exchange  are  paid
    solely by Buyer. Seller shall not be required to execute  any
    note,   contract,  deed  or  other  document  providing   any
    liability  which  would  survive the  exchange.  Buyer  shall
    indemnify  and  hold  harmless Seller against  any  liability
    which arises or is claimed to have arisen from any aspect  of
    the exchange transaction -

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 along with the Option Consideration,  and
delivering  a  copy of this Agreement signed  by  Buyer  and  the
$20,000.00  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 five (5) business days after receipt of the  executed
offer, Option Consideration, 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. -




             THIS SECTION INTENTIONALLY LEFT BLANK







                             (PAGE)


IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written,
and Broker has executed this agreement confirming the amount and
manner of commission payable to it.

BUYER:
     /s/ Alan Rushforth
         Alan Rushforth

SELLER:

     AEI Real Estate Fund XVI Limited Partnership, a Minnesota
     limited partnership.

      By AEI Fund Management XVI, its corporate general partner

      By: /s/ Patrick Keene
              Patrick Keene, Chief Financial Officer


      AEI Real Estate Fund XVII Limited Partnership, a Minnesota
      limited partnership.

     By AEI Fund Management XVlI, Inc., its corporate general
              partner

     By: /s/ Patrick Keene
             Patrick Keene, Chief Financial Officer




                              (PAGE)




          ESCROWEE:

               The  Title Company hereby acknowledges receipt  of
          a  copy  of thus, Agreement,executed by the Buyer,  and
          the  First  Payment  referred to in  the  Agreement  on
          12/23/03  2003, and agrees to accept hold, deliver  and
          disburse  the First Payment and Second payment together
          wit  all interest accrued thereon mid 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  my  action taken or omitted in reliance  upon
          any   instrument,  including  any  written  notice   or
          lnstruction  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 a good faith  believe
          to  be  In.,  to  have bean 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  of  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.   The  Company to justify Its  doing  so,  the
          Title  Company  shall be entitled to  tender  into  the
          registry  of  the  District  Court  of  Dallas  County,
          Texas,  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
          expanses of such legal proceedings.



          Chicago Title Insurance Company


           By: /s/ Linda Scholt
           Its:Escrow Assistant





                             (PAGE)


                           Exhibit "A"

             1020 N. Westmoreland Avenue, Dallas, TX

Being Lot 4 in Block A/6172 of Kessler Hills Shopping Center
Phase II, an Addition to the City of Dallas, Texas, according to
the Plat thereof recorded in Volume 86072, Page 2597, Map
Records, Dallas County, Texas.







                             (PAGE)

                           Exhibit "B"

             1020 N. Westmoreland Avenue, Dallas, TX

   True and Correct Copy of Land and Building Lease Agreement
      Between Seller's Predecessor-in Interest & Jiffy Lube
       International of Maryland, Inc. Dated July 23, 1987