ASSIGNMENT OF SALE AND LEASEBACK FINANCING COMMITMENT

                              
                         ASSIGNMENT
                             OF
           SALE AND LEASEBACK FINANCING COMMITMENT

      THIS ASSIGNMENT made and entered into this 7th day  of
November, 1997, by and between AEI FUND MANAGEMENT, INC.,  a
Minnesota corporation, ("Assignor") and AEI REAL ESTATE FUND
XVII  LIMITED  PARTNERSHIP, a Minnesota limited  partnership
("Assignee");

     WITNESSETH, that:

     WHEREAS, on the 13th day of May, 1997, Assignor entered
into   a  Sale  and  Leaseback  Financing  Commitment  ("the
Commitment") for that certain property located at  #0000  XX
#0,  Xxx  000,  Xxxxxxxxxx, XX (the  "Property")  with  Ohio
Valley Bistros, Inc., as Seller/Lessee; and

      WHEREAS, Assignor desires to assign an undivided sixty
percent (60.0%) of its rights, title and interest in, to and
under the Commitment to Assignee as hereinafter provided;

      NOW, THEREFORE, for One Dollar ($1.00) and other  good
and  valuable  consideration, receipt  of  which  is  hereby
acknowledged,  it is hereby agreed between  the  parties  as
follows:

     1.    Assignor  assigns all of its  rights,  title  and
     interest  in, to and under the Commitment to  Assignee,
     to  have  and  to hold the same unto the Assignee,  its
     successors and assigns;
     
     2.    Assignee  hereby  assumes all  rights,  promises,
     covenants,   conditions  and  obligations   under   the
     Commitment  to be performed by the Assignor thereunder,
     and  agrees  to be bound for all of the obligations  of
     Assignor under the Commitment.

All  other  terms  and  conditions of the  Commitment  shall
remain unchanged and continue in full force and effect.

AEI FUND MANAGEMENT, INC.
("Assignor")


By: /s/ Xxxxxx X Xxxxxxx
        Xxxxxx X. Xxxxxxx, its President

AEI REAL ESTATE FUND XVII
LIMITED PARTNERSHIP ("Assignee")

BY: AEI FUND MANAGEMENT XVII, INC.


By: /s/ Xxxxxx X Xxxxxxx
        Xxxxxx X. Xxxxxxx, its President