PURCHASE AGREEMENT
                  Children's World - DePere, WI

This  AGREEMENT, entered into effective as of the 27th of  March,
2000.

l.  PARTIES.  Seller  is AEI Income & Growth  Fund  XXII  Limited
Partnership which owns an undivided 66.0573% interest in the  fee
title  to  that  certain real property legally described  in  the
attached  Exhibit  "A"  (the "Entire Property")   Buyer  is  Carl
R.Whittington,  Trustee  of the Carl R. Whittington  Trust  dated
October  16,  1996  ("Buyer"). Seller wishes to  sell  and  Buyer
wishes  to buy a portion as Tenant in Common of Seller's interest
in the Entire Property.

2. PROPERTY. The Property to be sold to Buyer in this transaction
consists    of   an   undivided   14.8036   percentage   interest
(hereinafter, simply the "Property") as Tenant in Common  in  the
Entire Property.

3.  PURCHASE  PRICE.  The  purchase  price  for  this  percentage
interest in the Entire Property is $224,500, all cash.

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

     (a)  When this agreement is executed, Buyer will pay  $5,000
     to Seller (which shall be deposited into escrow according to
     the  terms hereof) (the "First Payment"). The First  Payment
     will  be  credited against the purchase price  when  and  if
     escrow closes and the sale is completed.

     (b)  Buyer  will deposit the balance of the purchase  price,
     $219,500  (the  "Second Payment") into escrow in  sufficient
     time to allow escrow to close on the closing date.

5.  CLOSING  DATE.  Escrow is anticipated to close on  or  before
March 31, 2000.

6.  DUE  DILIGENCE. Buyer will have until the expiration  of  the
fifth  business day (The "Review Period") after delivery of  each
of  following items, to be supplied by Seller, to conduct all  of
its  inspections  and due diligence and satisfy itself  regarding
each  item, the Property, and this transaction.  Buyer agrees  to
indemnify and hold Seller harmless for any loss or damage to  the
Entire  Property or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.

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

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

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


     Buyer Initial: /s/ CRW
     Purchase Agreement for Children's World, DePere, WI



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

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

      Buyer may cancel this agreement for ANY REASON in its  sole
discretion  by  delivering a cancellation notice, return  receipt
requested,  to Seller and escrow holder before the expiration  of
the  Review  Period. Such notice shall be deemed  effective  only
upon  receipt  by Seller.  If this Agreement is not cancelled  as
set forth above, the First Payment shall be non-refundable unless
Seller shall default hereunder.

      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under  the first paragraph  of  section  6  of  this
agreement  (which will survive), Buyer (after execution  of  such
documents   reasonably  requested  by  Seller  to  evidence   the
termination  hereof)  shall be returned its  First  Payment,  and
Buyer  will have absolutely no rights, claims or interest of  any
type  in  connection  with  the  Property  or  this  transaction,
regardless of any alleged conduct by Seller or anyone else.

      Unless this Agreement is canceled by Buyer pursuant to  the
terms  hereof, if Buyer fails to make the Second Payment,  Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller  may, at its option, retain the First Payment and  declare
this Agreement null and void, in which event Buyer will be deemed
to  have canceled this Agreement and relinquish all rights in and
to  the  Property or Seller may exercise its rights under Section
14  hereof.   If  this Agreement is not canceled and  the  Second
Payment  is  made  when required, all of Buyer's  conditions  and
contingencies will be deemed satisfied.

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

8.  TITLE.  Closing will be conditioned on the  commitment  of  a
title  company selected by Seller to issue an Owner's  policy  of
title  insurance, dated as of the close of escrow, in  an  amount
equal  to  the  purchase  price, insuring  that  Buyer  will  own
insurable  title  to  the Property subject  only  to:  the  title
company's  standard exceptions;  current real property taxes  and
assessments;  survey  exceptions;  the  rights  of   parties   in
possession pursuant to the lease defined in paragraph 11


Buyer Initial: /s/ CRW
Purchase Agreement for Children's World, DePere, WI


below;  all  matters  of  public record as  shown  in  the  title
commitment;  and other items disclosed to Buyer during the Review
Period.

      Buyer shall be allowed five (5) days after receipt of  said
commitment  for examination and the making of any  objections  to
marketability thereto, said objections to be made in  writing  or
deemed  waived.  If any objections are so made, the Seller  shall
be  allowed eighty (80) days to make such title marketable or  in
the  alternative  to  obtain  a commitment  for  insurable  title
insuring over Buyer's objections.  If Seller shall decide to make
no  efforts to make title marketable, or is unable to make  title
marketable or obtain insurable title, (after execution  by  Buyer
of  such documents reasonably requested by Seller to evidence the
termination  hereof) Buyer's First Payment shall be returned  and
this Agreement shall be null and void and of no further force and
effect.

     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.

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

10. REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

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

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



Buyer Initial: /s/ CRW
Purchase Agreement for Children's World, DePere, WI

11. SELLER'S REPRESENTATION AND AGREEMENTS.

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

     (i)  Except for the Net Lease Agreement in existence between
     AEI  Income  &  Growth  Fund XXII  Limited  Partnership  and
     ARAMARK Educational Resources, Inc., f/k/a Children's  World
     Learning Centers, Inc., dated July 14, 1999,  Seller is  not
     aware of any leases of the Property.

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

     (iii)   Except as previously disclosed to Buyer and  as  set
     forth  in  paragraph (b) below, Seller is not aware  of  any
     contracts Seller has executed that would be binding on Buyer
     after the closing date.

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

12. DISCLOSURES.

     (a)   To the best of Seller's knowledge: there are now,  and
     at  the  Closing  there  will be, no material,  physical  or
     mechanical  defects  of  the  Property,  including,  without
     limitation,   the   plumbing,  heating,  air   conditioning,
     ventilating, electrical systems, and all such items  are  in
     good  operating condition and repair and in compliance  with
     all  applicable  governmental , zoning and  land  use  laws,
     ordinances, regulations and requirements.

     (b)   To  the  best  of  Seller's  knowledge:  the  use  and
     operation of the Property now is, and at the time of Closing
     will  be, in full compliance with applicable building codes,
     safety,   fire,  zoning,  and  land  use  laws,  and   other
     applicable   local,  state  and  federal  laws,  ordinances,
     regulations and requirements.

     (c)   Seller  knows  of no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  Buyer  from using and operating the Property  after
     the  Closing  in the manner in which the Property  has  been
     used and operated prior to the date of this Agreement.

     (c)  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


Buyer Initial: /s/ CRW
Purchase Agreement for Children's World, DePere, WI





     including,   but  not  limited  to,  soil  and   groundwater
     conditions.  To the best of Seller's knowledge: there is  no
     proceeding  or  inquiry by any governmental  authority  with
     respect  to  the  presence  of Hazardous  Materials  on  the
     Property or the migration of Hazardous Materials from or  to
     other  property.   Buyer agrees that  Seller  will  have  no
     liability  of  any  type  to Buyer  or  Buyer's  successors,
     assigns,  or  affiliates in connection  with  any  Hazardous
     Materials  on  or  in  connection with the  Property  either
     before  or after the Closing Date, except as provided  under
     applicable state or federal laws or regulations.

     (e)   BUYER AGREES THAT IT SHALL BE PURCHASING THE  PROPERTY
     IN  ITS  THEN PRESENT CONDITION, AS IS, WHERE IS, AND SELLER
     HAS  NO  OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS
     THEREON  OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY,
     EXCEPT AS EXPRESSLY PROVIDED HEREIN.

     (F)  BUYER ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE OPPORTUNITY
          TO INSPECT THE PROPERTY AND SUCH FINANCIAL INFORMATION ON THE
          LESSEE AND GUARANTORS OF THE LEASE AS BUYER OR ITS ADVISORS SHALL
          REQUEST, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE
          PROPERTY AND NOT ON ANY INFORMATION PROVIDED BY SELLER OR TO BE
          PROVIDED EXCEPT AS SET FORTH HEREIN.  BUYER FURTHER ACKNOWLEDGES
          THAT THE INFORMATION PROVIDED AND TO BE PROVIDED BY SELLER WITH
          RESPECT TO THE PROPERTY AND TO THE LESSEE AND GUARANTORS OF LEASE
          WAS OBTAINED FROM A VARIETY OF SOURCES AND SELLER NEITHER (A) HAS
          MADE  INDEPENDENT INVESTIGATION OR VERIFICATION OF SUCH
          INFORMATION, OR (B) MAKES ANY REPRESENTATIONS AS TO THE ACCURACY
          OR COMPLETENESS OF SUCH INFORMATION.  THE SALE OF THE PROPERTY AS
          PROVIDED FOR HEREIN IS MADE ON AN "AS IS" BASIS, AND BUYER
          EXPRESSLY ACKNOWLEDGES THAT, IN CONSIDERATION OF THE AGREEMENTS
          OF SELLER HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN, 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, TENANTABILITY, SUITABILITY
          FOR COMMERCIAL PURPOSES, MERCHANTABILITY, OR FITNESS FOR A
          PARTICULAR PURPOSE, IN RESPECT OF THE PROPERTY.

     The provisions (d) - (f) above shall survive closing.

13. CLOSING.

     (a)   Before  the  closing date, Seller  will  deposit  into
     escrow an executed limited warranty deed conveying insurable
     title  of the Property to Buyer, subject to the encumbrances
     contained in paragraph 8 above.

     (b)   On or before the closing date, Buyer will deposit into
     escrow:  the  balance  of the purchase price  when  required
     under  Section  4; any additional funds required  of  Buyer,
     (pursuant to this agreement or any other agreement  executed
     by  Buyer)  to  close escrow.  Both parties  will  sign  and
     deliver  to the escrow holder any other documents reasonably
     required by the escrow holder to close escrow.


Buyer Initial: /s/ CRW
Purchase Agreement for Children's World, DePere, WI




     (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.

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

     If Seller 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
hinder,  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
conditions  under  this  Agreement, and unconditionally  notified
Seller  that it stands ready to tender full performance, purchase
the  Property and close escrow as per this Agreement,  regardless
of  any  alleged  default  or misconduct  by  Seller.   Provided,
however,  that  in  no  event shall  Seller  be  liable  for  any
punitive, consequential or speculative damages arising out of any
default by Seller hereunder.

15. BUYER'S REPRESENTATIONS AND WARRANTIES.

     a.  Buyer represents and warrants to Seller as follows:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  Closing  or
     after  the  Closing,  any and all further  acts,  deeds  and
     assurances as Seller or the Title Company may require and be
     reasonable   in   order  to  consummate   the   transactions
     contemplated herein.

     (ii)   Buyer  has  all  requisite  power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.

     (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.


Buyer Initial: /s/ CRW
Purchase Agreement for Children's World, DePere, WI




16. DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

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

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

     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken by eminent domain, this Agreement  shall
     become null and void, at Buyer's option.  If Buyer elects to
     proceed  and to consummate the purchase despite said taking,
     there  shall  be  no  reduction in,  or  abatement  of,  the
     purchase  price,  and  Seller  shall  assign  to  Buyer  the
     Seller's  right,  title, and interest in and  to  any  award
     made, or to be made, in the condemnation proceeding pro-rata
     in relation to the Entire Property, subject to rights of any
     Tenant of the Entire Property.

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

17. BUYER'S 1031 TAX FREE EXCHANGE.

      While  Seller  acknowledges that Buyer  is  purchasing  the
Property  as  "replacement property" to  accomplish  a  tax  free
exchange,   Buyer   acknowledges  that   Seller   has   made   no
representations,  warranties, or agreements to Buyer  or  Buyer's
agents  that  the transaction contemplated by the Agreement  will
qualify  for such tax treatment, nor has there been any  reliance
thereon by Buyer respecting the legal or tax implications of  the
transactions


Buyer Initial: /s/ CRW
Purchase Agreement for Children's World, DePere, WI



contemplated hereby.  Buyer further represents that it has sought
and  obtained  such third party advice and counsel  as  it  deems
necessary in regards to the tax implications of this transaction.

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

18. CANCELLATION

     If  any party elects to cancel this Contract because of  any
     breach by another party or because escrow fails to close  by
     the  agreed date, the party electing to cancel shall deliver
     to escrow agent a notice containing the address of the party
     in  breach and stating that this Contract shall be cancelled
     unless  the  breach  is cured within 10 days  following  the
     delivery  of  the notice to the escrow agent.  Within  three
     days  after  receipt of such notice, the escrow agent  shall
     send it by United States Mail to the party in breach at  the
     address contained in the Notice and no further notice  shall
     be  required. If the breach is not cured within the 10  days
     following  the  delivery of the notice to the escrow  agent,
     this Contract shall be cancelled.

19. MISCELLANEOUS.

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

     (b)   If  this  escrow  has not closed by  April  30,  2000,
     through  no  fault  of Seller, Seller  may  either,  at  its
     election,  extend  the closing date or exercise  any  remedy
     available   to   it  by  law,  including  terminating   this
     Agreement.

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


Buyer Initial: /s/ CRW
Purchase Agreement for Children's World, DePere, WI



     (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 Income & Growth Fund XXII Limited Partnership
          1300 Minnesota World Trade Center
          30 E. 7th Street
          St. Paul, MN  55101

     If to Buyer:

          Carl R. Whittington, Trustee
          1440 Elm Grove Avenue
          Akron, OH  44312

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









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Buyer Initial: /s/ CRW
Purchase Agreement for Children's World, DePere, WI









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


          BUYER:  Carl R. Whittington, Trustee of the Carl  R.
                  Whittington Trust dated October 16, 1996

          By: /s/ Carl R Whittington, Trustee
                  Carl R. Whittington, Trustee



          WITNESS:


          /s/ Marilyn Dodson

              Marilyn Dodson
               (Print Name)






SELLER:  AEI Income & Growth Fund XXII Limited Partnership,  a
         Minnesota limited partnership

         By: AEI Fund  Management XXI, Inc.,  its  corporate
             general partner

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


          WITNESS:

          /s/ Jill Rayburn

              Jill Rayburn
              (Print Name)




Buyer Initial: /s/ CRW
Purchase Agreement for Children's World, DePere, WI






                                   EXHIBIT "A"


                                LEGAL DESCRIPTION




               All of Lot One (1) of Volumnet 34 Certified Survey
          Maps, Page 125, Brown County Records, and is located in
          part  of  Government Lots 1 and 2, Section  Thirty-five
          (35)  and  part  of Government Lot 1 and  part  of  the
          Southeast One-quarter of the Northeast, One-quarter (SE
          1/4  - NE 1/4), Section Thirty-four (34), all being  in
          Township  Twenty-three (23) North,  Range  Twenty  (20)
          East,   in   the  Town  of  Ledgeview,  Brown   County,
          Wisconsin.

               and

               Part  of Lot One (1) of Volume 30 Certified Survey
          Maps,  Page  71, Brown County Records,  being  part  of
          Government  Lots  1  and 2, Section  Thirty-five  (35),
          Township  Twenty-three (23) North,  Range  Twenty  (20)
          East,   in   the  Town  of  Ledgeview,  Brown   County,
          Wisconsin, more fully described as follows:
               Commencing  at  the West 1/4 corner,  Section  35,
          T23N, R20E; thence N01 36' 23" West, 1763.33 feet along
          the West line of said Section 35, to the South right-of-
          way of Heritage Road, also known as C.T.H. "X"'; thence
          N89 02'44" East, 82.54 feet along said right-of-way  to
          the  point  of beginning; thence N89 02'44" East  53.61
          feet  along said right-of-way; thence 167.98 feet along
          said  right-of-way, being the arc  of  a  1095.92  foot
          radius  curve to the right, whose long chord bears  S86
          33'48"  East,  167.82 feet; thence  S1  36'  23"  East,
          539.93  feet  along the East line of Lot 1,  Volume  30
          Certified  Survey Maps, Page 71, Brown County  Records,
          to  the North right-of-way of Swan Road; thence S88 33'
          16" West, 220.77 feet along said right-of-way; thence N
          1  36' 23" West, 554.67 feet along the East line of Lot
          1,  Volume  34 Certified Survey Maps, Page  125,  Brown
          County Records, to the point of beginning.


               Tax     Parcel     No.    D-50-1    and     D-84-1
          Arcadian Lane/Heritage Road
                                             De Pere, WI  54115