AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
8-K, 1997-02-07
REAL ESTATE
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             SECURITIES AND EXCHANGE COMMISSION
                              
                   Washington, D.C. 20549
                              
                              
                          FORM 8-K
                              
                              
                       CURRENT REPORT
                              
             PURSUANT TO SECTION 13 OR 15(d) OF
           THE SECURITIES AND EXCHANGE ACT OF 1934
                              
                              
  Date of Report (Date of Earliest Event Reported) January 23, 1997
                              
                              
        AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP
   (Exact Name of Registrant as Specified in its Charter)
                              
                     State of Minnesota
      (State or other Jurisdiction of Incorporation or
                        Organization)
                              
                              
                              
                              
           0-17467                      41-1603719
   (Commission File Number)          (I.R.S. Employer
                                   Identification No.)
                              
                              
   1300 Minnesota World Trade Center, St. Paul, Minnesota 55101
          (Address of Principal Executive Offices)
                              
                              
                       (612) 227-7333
    (Registrant's telephone number, including area code)
                              
                              
                              
    (Former name or former address, if changed since last report)
                              


Item 2.   Acquisition or Disposition of Assets.

       On January 23, 1997, the Partnership, AEI Real Estate
Fund XVII Limited Partnership, sold its 65.09% interest in a
Sizzler  restaurant in Cincinnati, Ohio to James  Chantilas,
who  is  not affiliated with the Partnership.  The remaining
interests  were  sold by AEI Real Estate  Fund  XVI  Limited
Partnership   and  AEI  Real  Estate  Fund   XVIII   Limited
Partnership, affiliates of the Partnership.  The total  cash
sales price was $515,000.

      The Partnership received net proceeds of approximately
$315,000 for its interest in the property, which resulted in
a net loss of approximately $504,000.

Item 7. Financial Statements and Exhibits.

        (a)  A  limited  number of proforma adjustments  are
             required  to  illustrate  the  effects  of  the
             transaction  on  the balance sheet  and  income
             statement.      The     following     narrative
             description  is  furnished  in  lieu   of   the
             proforma statements:
          
             Assuming  the Partnership had sold the property
             on   September   30,  1996,  the  Partnership's
             Investments  in  Real Estate  would  have  been
             reduced  by  $827,328 and  its  Current  Assets
             (cash)    would   have   been   increased    by
             approximately  $315,000 and  Partner's  Capital
             would have decreased by $512,328.
          
             The  Total  Income  for the  Partnership  would
             have  increased from $2,215,115  to  $2,234,015
             for  the year ended December 31, 1995 and  from
             $1,354,438 to $1,366,841 for nine months  ended
             September   30,   1996   if   the   Partnership
             consummated the sale at the beginning of  those
             periods.  The increase is attributable  to  the
             Investment  Income the Partnership  would  have
             earned  on  the  sale proceeds of  $18,900  and
             $12,403  for the year ended December  31,  1995
             and  the nine months ended September 30,  1996,
             respectively.
          
             Depreciation  Expense would have  decreased  by
             $33,201   and  $24,901  for  the   year   ended
             December  31,  1995 and the nine  months  ended
             September 30, 1996, respectively.
          
             Partnership    Administration   and    Property
             Management  Expense  would  have  decreased  by
             $12,258   and  $31,203  for  the   year   ended
             December  31,  1995 and the nine  months  ended
             September 30, 1996, respectively.
          
             The  net  effect of these pro forma adjustments
             would  have caused Net Income to increase  from
             $3,708,662  to  $3,773,021 and from  $1,107,943
             to  $1,176,450,  which would have  resulted  in
             Net  Income  of $161.37 and $50.40 per  Limited
             Partnership  Unit  outstanding  for  the   year
             ended  December  31, 1995 and the  nine  months
             ended September 30, 1996, respectively.
          
          
        (c)  Exhibits
          
                Exhibit  10.1 - Purchase  Agreement
                                dated  December  19,  1996  between
                                the  Partnership, AEI  Real  Estate
                                Fund   XVIII  Limited  Partnership,
                                AEI  Real  Estate Fund XVI  Limited
                                Partnership  and  James   Chantilas
                                relating  to the property  at  2711
                                Waterpark Drive, Mason, Ohio.


                         SIGNATURES
                              
     Pursuant to the requirements of the Securities Exchange
Act  of 1934, the registrant has duly caused this report  to
be  signed  on  its behalf by the undersigned hereunto  duly
authorized.

                             AEI REAL ESTATE FUND XVII LIMITED PARTNERSHIP

                             By:  AEI Fund Management XVII, Inc.
                             Its: Managing  General Partner


Date:  February 3, 1997       /s/ Mark E. Larson
                              By: Mark E. Larson
                                  Its Chief Financial Officer
                                  (Principal Accounting and
                                  Financial Officer)









                       PURCHASE AGREEMENT
                                
                           Mason, Ohio



This  AGREEMENT,  entered  into effective  as  of  the  19th  of
December, 1996.

l.     Parties.  Seller  is AEI Real Estate  Fund  XVIII  Limited
Partnership,  AEI Real Estate Fund XVII Limited Partnership,  and
AEI     Real     Estate    Fund    XVI    Limited    Partnership,
(together,"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") and all  of  Seller's
interest in and to all items of personalty on the Property (to be
conveyed by Quit Claim Bill of Sale)(the "Personalty").  Buyer is
James  Chantilas  ("Buyer").  Seller wishes  to  sell  and  Buyer
wishes to buy the Property and Personalty.

2.    Property.  The  Property  to  be  sold  to  Buyer  in  this
transaction  is  legally described on Exhibit A attached  hereto,
subject to all easements, covenants, conditions, restrictions and
agreements of record that do not affect marketability of title or
affect   adversely   the   use   of  the   Property   ("Permitted
Exceptions"), subject to the provisions of Buyer review of  title
as set forth below in paragraph 8.

3.    Purchase  Price. The purchase price for  this  Property  is
$510,000  cash, and for the Personalty is $5,000 cash,  based  on
the following terms:

4.    Terms.  The purchase price for the Property and  Personalty
will be paid by Buyer as follows:

(a)  When this Agreement is executed, Buyer will pay  $5,000
     in cash or good funds (the "First Payment") to Seller, to be
     deposited  into  Escrow with Lawyer's Title  of  Cincinnati,
     Inc. as 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.

(b)  Buyer will pay the balance of the purchase price for the
     Property,  $505,000  in  cash or  good  funds  (the  "Second
     Payment")(less the additional First Payment, if made, as set
     forth  in  paragraph  5  below)  at  closing  to  the  title
     insurance   company  ("Escrowee")  who   shall   close   the
     transaction according to the terms hereof.

(c)  Buyer will pay $5,000 in cash or good funds at  closing
     for the Personalty.

5.   Closing Date.  Escrow shall close on or before January  15,
1997.  If Buyer wishes to extend the closing date to February 15,
1997,  prior  to  January 15, 1997, Buyer shall  provide  written
notice to Seller of Buyer's desire to so extend the closing date,
accompanied  by an additional $20,000 in cash or  good  funds  to
Seller  directly  (which additional funds also  shall  be  called
"First Payment"), along with written instructions to the Escrowee
to release the First Payment to Seller, and the Buyer's affidavit
that all contingencies to Buyer's obligations hereunder have been
satisfied  or waived, save delivery of the items to be  delivered
by  Seller  pursuant to paragraph 14, which upon receipt  of  the
First  Payment  as  set  forth  above,  Seller  shall  reasonably
thereafter  deposit  said items in trust  with  Escrowee  pending
payment  of  the Purchase Price in full, or termination  of  this
Agreement  according to its terms.  Accordingly, the total  First
Payment  shall  be non-refundable, but shall be  applied  to  the
Purchase Price at closing, if closing shall occur.

6.   Contingencies:  Buyer agrees to use its  best  efforts  to
secure a commitment for financing of the Purchase Price on  terms
reasonably  satisfactory  to  it and  to  execute  all  documents
reasonably required to consummate said financing.  In  the  event
Buyer  cannot secure a commitment for such financing on or before
January 15, 1997, and in the event Buyer delivers to Seller on or
before  said  date written notice of its failure to  secure  said
commitment,  then in such event this agreement shall become  null
and  void and the First Payment paid herein shall be refunded  to
Buyer.   Absent delivery of said notice by Buyer to  Seller,  and
absent default by Seller hereunder, after January 15, 1997,  this
contingency  to  Buyer's obligations hereunder  shall  be  deemed
satisfied, the First Payment shall be non-refundable and shall be
the sole property of Seller, except as may otherwise be set forth
herein.

7.   Due Diligence. Buyer will have until January 15, 1997  (the
"Review  Period"),  to  conduct all of its  inspections  and  due
diligence and satisfy itself regarding title to the Property, and
to  inspect  the  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.

      Buyer may cancel this agreement for ANY REASON in its  sole
discretion by delivering a cancellation notice by certified mail,
return  receipt requested, or by personal delivery to Seller  and
escrow  holder before the expiration of the Review  Period.  Such
notice shall be deemed effective only upon receipt (as defined by
Subparagraph 19(d)) by Seller.  If this Agreement is not canceled
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  title  insurance   and/or   escrow
cancellation  fees  and any liabilities under sections  15(a)  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  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
relinquish 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.

8.   Escrow.  Escrow  shall be opened by Seller  and  the  First
Payment  (delivered  herewith  by  Buyer  to  Seller)  shall   be
deposited  by Seller with Escrowee Lawyer's Title of  Cincinnati,
Inc. ("Escrowee") upon Seller's acceptance of this Agreement.   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.

9.   Title. Closing will be conditioned on the commitment  of  a
nationally recognized title company selected by Buyer to issue an
Owner's  policy  of title insurance, dated as  of  the  close  of
escrow,  in an amount equal to the purchase price, insuring  that
Buyer  will own marketable and insurable fee simple title to  the
Property subject only to: the Permitted Exceptions;  current real
property taxes and assessments; and, survey exceptions.

      Buyer  shall be allowed until the expiration of the  Review
Period  for examination of the commitment and the making  of  any
objections  to  marketability  of  title  thereto,  or  that   an
exception  to  title adversely affects the use of  the  Property,
said  objections to be made in writing or deemed  waived.   Buyer
shall  provide  Seller with a copy of said title commitment.   If
any objections thereto are so made by Buyer, the Seller shall  be
allowed  ten  (10)  days to make such title  marketable  or  cure
Buyer's  objections, 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.

     Pending correction of title, the payments hereunder required
shall  be postponed, but upon correction of title and within  ten
(10)  days  after written notice of correction to the Buyer,  the
parties shall perform this agreement according to its terms.

      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.

10.  Closing  Costs.  Seller will pay the deed stamp  taxes,  if
any,  and  one-half of escrow fees, and any brokerage commissions
payable  except  those brokerage commissions incurred  by  Buyer.
Seller  shall  pay for the cost of issuing the title  commitment.
Buyer  will  pay the cost of the title insurance premium  for  an
Owner's policy, (if Buyer shall decide to purchase the same)  all
recording  fees, one-half of the escrow fees, (if  an  update  is
required by Buyer).  Each party will pay its own attorneys'  fees
and costs to document and close of this transaction. Seller shall
pay the County Auditor transfer tax of $3 per thousand.

11.   Real  Estate  Taxes,  Special Assessments  and  Prorations.
Seller  represents  that to the best of its knowledge,  all  real
estate taxes and installments of special assessments due and  pay
able in all years prior to the year of Closing have been paid  in
full.    Responsibility  for  real  estate  taxes   and   special
assessments  shall be prorated as of the date  of  closing  based
upon  the  most recently available tax bill with no  readjustment
for the taxes due for the year in which closing shall occur.  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.

12.   Seller's Representation and Agreements.

  (a)  Seller represents and warrants as of this date that:

  (i)  The Property is not subject to any leases.

  (ii)  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.

  (iii)  It  is  not aware of any contracts Seller has  executed
  that would be binding on Buyer after the closing date.

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

  (v)    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.

  (vi)    To  Seller'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 Seller  is
  a party or by which Seller is bound.

  (vii)    Seller  agrees  to indemnify and hold  Buyer  harmless
  from  any  and all claim of any persons or entities claiming  a
  brokerage or other fee arising out of representation  of  Buyer
  or through or on behalf Buyer.

  (b)      Provided  that  Buyer performs  its  obligations  when
  required,  Seller agrees that it will not enter  into  any  new
  contracts  prior  to  the Closing Date  that  would  materially
  affect  the Property and be binding on Buyer after the  Closing
  Date  without Buyer's prior consent, which consent will not  be
  unreasonably withheld or delayed.

13.  Disclosures.

  (a)     To the best of Seller's knowledge: the Property is not,
  and  as  of  the  Closing  will not be,  in  violation  of  any
  federal,  state or local law, ordinance or regulations relating
  to  industrial  hygiene or to the environmental conditions  on,
  under,  or  about the Property including, but not  limited  to,
  soil  and  ground water 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  Property  or  the  migration  of
  Hazardous Materials from or to other property and there are  no
  underground   storage  tanks  on  the  Property.    Except   as
  otherwise  provided in this Agreement and except to the  extent
  that  Seller  has  knowledge  of any  hazardous  substances  or
  materials  on  or in connection with the Property which  Seller
  is  not disclosing to Buyer hereunder, 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  Property
  either before or after the Closing Date.

  (b)     Subject  to Seller's representations contained  in  the
  Agreement,  including subparagraphs 13(a) above,  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.

  (c)      Buyer   acknowledges  that,  having  been  given   the
  opportunity  to inspect the Property as Buyer or  its  advisors
  shall   request,   Buyer  is  relying   solely   on   its   own
  investigation  of the Property and not on any  information  pro
  vided  by Seller  or to be provided except as set forth herein.
  Buyer  expressly  acknowledges that, in  consideration  of  the
  agreements  of  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 or condition, habitability, tenantabi
  lity,  suitability  for commercial purposes,   merchantability,
  profitability or fitness for a particular purpose,  in  respect
  of the Property.

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

14.  Closing.

  (a)     Before  the  Closing  Date, Seller  will  deposit  into
  escrow   a  Quit  Claim  Bill  of  Sale,  a  standard  Seller's
  Affidavit  regarding  liens  and  judgments  and  an   executed
  limited  warranty  deed  conveying  insurable  title   of   the
  Property  to  Buyer, subject to the Permitted  Exceptions,  and
  will  provide  Buyer with an affidavit that  Seller  is  not  a
  "foreign  person", and a customary owner's affidavit  requested
  by  the  Escrowee  (limited where reflective of  the  state  of
  Seller's  knowledge and belief) for purposes  of  deleting  the
  standard exceptions.

  (b)     On or before the closing date, Buyer will deposit  into
  escrow:  the balance of the purchase price when required  under
  paragraph  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.

15.   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 the First Payment heretofore paid  by
the  Buyer.  Seller shall retain all remedies available to Seller
at law or in equity.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will not do anything to affect title to the Property or  hin
der,  delay or prevent any other sale, lease or other transaction
involving  the Property (any and all of which will  be  null  and
void),  unless:  it  has  paid the First Payment,  deposited  the
balance of the Second Payment for the purchase price into escrow,
performed  all of its other obligations and satisfied  all  condi
tions  under this Agreement, and unconditionally notifies  Seller
that  it  stands ready to tender full performance,  purchase  the
Property  and  close  escrow  as per this  Agreement.   Provided,
however, that in no event shall Seller be liable for any  actual,
punitive, consequential 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)   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
     Buyer  deems  to  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.

     (iii)   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.

     (iv)    Buyer  agrees to indemnify and hold Seller  harmless
     from any and all claim of any persons or entities claiming a
     brokerage  or  other  fee arising out of  representation  of
     Buyer or through or on behalf Buyer.

17.  Damages, Destruction and Eminent Domain.

     (a)        If,  prior to closing, the Property or  any  part
     thereof  be  destroyed  or  further  damaged  by  fire,  the
     elements,  or any cause, due to events occurring  subsequent
     to the date of this Agreement to the extent that the cost of
     repair exceeds $10,000 this Agreement shall become null  and
     void,  at  Buyer's option exercised, if at all,  by  written
     notice  to  Seller  within ten (10)  days  after  Buyer  has
     received  written notice from Seller of said destruction  or
     damage,  and the First Payment shall be returned  to  Buyer.
     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
     17a  for  Buyer  to  elect to terminate this  Agreement  has
     expired  or  Buyer has, by written notice to Seller,  waived
     Buyer's right to terminate this Agreement.  If Buyer  elects
     to  proceed  and  to  consummate the purchase  despite  said
     damage  or  destruction, there shall be no reduction  in  or
     abatement of the purchase price, and Seller shall assign  to
     Buyer the Seller's right, title, and interest in and to  all
     insurance proceeds resulting from said damage or destruction
     to  the  extent  that the same are payable with  respect  to
     damage to the Property.

     If  the cost of repair is less than $10,000.00, Buyer  shall
     be   obligated  to  otherwise  perform  hereunder  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.

     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken (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  Buy
     er'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 the event that this Agreement is terminated by Buyer  as
provided  above  in  Subparagraph 17a or 17b, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof).

18.   Cancellation  If any party elects to cancel  this  Contract
because  of  any breach by another party, 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  canceled  unless the breach is cured  within  13  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 13 days following
the  delivery  of the notice to the escrow agent,  this  Contract
shall be canceled.

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  Agre
  ement.   Buyer  has  the  right to  assign  this  Agreement  to
  another  party  without  Seller's consent,  but  shall  not  be
  binding  upon  Seller until receipt of written notice  thereof,
  and  provided, further, that Buyer shall remain liable for  the
  obligations of Buyer hereunder until the same are fulfilled  or
  this  Agreement  is  terminated  according  to  the  provisions
  hereof.

  (b)    If escrow has not closed through no fault of Seller,  by
  January  15,  1997, or by the Closing Date as may  be  extended
  under  paragraph 5 above, Seller may either, at  its  election,
  extend  the closing date, exercise any remedy available  to  it
  by law, including terminate this Agreement.

  (c)     Funds to be deposited or paid by Buyer will be good and
  clear  funds  in  the form of cash, cashier's  checks  or  wire
  transfers.

  (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 first class certified  mail,
  return  receipt requested, postage prepaid, or by a  nationally
  recognized  courier service guaranteeing overnight delivery  to
  the  party  at his or its address set forth below, or  to  such
  other  address as such party may hereafter designate by written
  notice to the other party.

  If to Seller:

    Attention:  Robert P. Johnson
    AEI Real Estate Fund XVIII Limited Partnership
    1300 Minnesota World Trade Center
    30 E. 7th Street
    St. Paul, MN  55101

  If to Buyer:

          James Chantilas
          7707 Montgomery Road
          Cincinnati, Ohio  45236

     with copy to:

          Daniel Utt, Esq.
          Katz, Teller, Brant & Hild
          255 East Fifth Street
          Cincinnati, Ohio  45909

      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 First Payment,  which,  if
accepted,  will be deposited in to escrow by Seller.  Seller  has
two  (2)  business days after receipt of the executed  offer  and
First  Payment within which to accept this offer; if not accepted
by  Seller, Seller shall immediately return the First Payment  to
Buyer.

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

BUYER:

     /s/ James Chantilas
         James Chantilas

    WITNESS:

     /s/ Daniel P. Utt
         Daniel P. Utt
         (Print Name)

    WITNESS:

     /s/ Tammy M. Statil 
         Tammy M. Statil
         (Print Name)


SELLER:

  AEI  REAL  ESTATE FUND XVIII LIMITED PARTNERSHIP,  a  Minnesota
  limited partnership.

  By:  Net Lease Management XVIII, Inc., its corporate general partner

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

WITNESS:
       /s/ Robert C. Anderson
           Robert C. Anderson
           (Print Name)

WITNESS:

       /s/ Brian K. Schulz
           Brian K. Schulz
           (Print Name)


     AEI  REAL  ESTATE FUND XVII LIMITED PARTNERSHIP, a Minnesota
     limited partnership.

     By:  Net Lease Management XVII, Inc., its corporate general partner

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

WITNESS:
          /s/ Robert C. Anderson
              Robert C. Anderson
              (Print Name)

WITNESS:
          /s/ Brian K. Schulz
              Brian K. Schulz
              (Print Name)


     AEI  REAL  ESTATE FUND XVI LIMITED PARTNERSHIP, a  Minnesota
     limited partnership.

     By:  Net Lease Management XVI, Inc., its corporate general partner

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

WITNESS:

          /s/ Robert C. Anderson       
              Robert C. Anderson
              (Print Name)

WITNESS:

          /s/ Brian K. Schulz
              Brian K. Schulz
              (Print Name)



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