PURCHASE AGREEMENT

     THIS AGREEMENT, entered into effective as of this 19th day
of November, 1999.

      1.    PARTIES.  The buyer is Boulevard East, LLC or related
assigns,  (such  assignment to be effective only if  buyer  shall
remain  liable  for  the full performance  of  Buyer  hereunder),
("Buyer"),  and  the seller is AEI Real Estate Fund  XVI  Limited
Partnership, ("Seller").

      2.    PROPERTY.  The Property consists of the real property
legally described on Exhibit A attached hereto, all buildings and
improvements,  and  fixtures on the  land,  (including,  but  not
limited  to,  that  certain  building and  related  improvements)
appurtenances, mineral and similar rights (to the extent owned by
Seller), and personal property, if any, presently owned by Seller
and   used  by  Seller  in  connection  with  the  land  or   the
improvements,  all  of Seller's interest in all  leases,  prepaid
rents,  security  deposits and other contract rights,  guaranties
and  warranties or other rights related to the use and  operation
of  the  Property  and all assignable governmental  licenses  and
permits.

     3.   PURCHASE PRICE.  The purchase price for the Property is
$1,493,084, 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  (the "First  Payment").   The
                First Payment will be forwarded to the Escrowee per
                paragraph 7  hereof,  and   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, $1,488,084,   (the   "Final Payment")  into
                escrow in sufficient time to allow escrow to close
                on the closing date.

      5.   CLOSING DATE.  Escrow is scheduled to close (i.e., the
deed  will  be  recorded and the purchase  price  transferred  to
Seller) on the fifteenth (15th) day after the expiration  of  the
Due  Diligence  Period, or such earlier time as the  parties  may
mutually agree.  In no event shall the Closing Date extend beyond
February 15, 2000.

     6.   DUE DILIGENCE.  Buyer will have until the latter of (i)
forty-five  (45) days after the full execution of this  Agreement
by  both  parties  hereto,  or (ii) forty-five  (45)  days  after
delivery  of  each  of  the following items (the  "Due  Diligence
Period") to conduct all of its inspections and due diligence  and
satisfy  itself  regarding  each  item,  the  Property  and  this
transaction.

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

          b.   Copies of such "as built" plans and specifications
               for  the  Property as Seller can locate after
               diligent search.

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

          d.   Current  lease, and rent payment history  showing
               occupancy  date,  lease  expiration  date,  rent,
               and security deposit, if any, accompanied by such
               tenant  financial  statements  as may  have  been
               provided  to Seller by the Tenant.

          e.   Copies  of  any and all existing soil  tests  and
               environmental   tests   previously done by or for
               Seller relating to the Property.

      During  the  Due Diligence Period, Buyer and  Seller  as  a
condition  to both parties' obligations hereunder, shall  attempt
to  agree  upon  a  mutually acceptable form  of  assignment  and
assumption of lease and personalty of Seller on the Property,  if
any,   with  respective  pre  and  post  closing  indemnification
clauses, and an Estoppel Certificate executed by existing  tenant
on such form reasonably approved by Buyer.

      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 Due Diligence Period
to complete such physical inspection.

      Buyer  shall indemnify 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.

      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 overnight delivery  service  to
Seller  and  escrow  holder  before the  expiration  of  the  Due
Diligence  Period.   Such notice shall be deemed  effective  only
upon receipt by Seller.

      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  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  the  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.

      After  passage  of  the Due Diligence  Period  and  Buyer's
failure  to  terminate  this Agreement as provided  above,  Buyer
shall have been deemed to have waived its right to terminate this
Agreement  based  upon  the  items  received  by  Buyer  and  its
inspection  of  the  property during the  Due  Diligence  Period.
Buyer  shall have ten (10) business days, from written notice  to
Buyer,  to review any adverse material changes in any of the  due
diligence  items received prior to the Closing Date to  terminate
this  Agreement. Except for the foregoing, if this  Agreement  is
not canceled, all of Buyer's conditions and contingencies will be
deemed satisfied.

      7.    ESCROW.   The escrow holder will be an  agent  for  a
nationally-recognized   title   insurance   company    reasonably
acceptable  to Seller ("the Escrowee"), with offices in  or  near
Atlanta, Georgia.  A copy of this Agreement and the First Payment
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.  Escrow will be deemed opened  only
upon  Seller's execution of this Agreement and the  deposit  with
Escrowee of the Buyer's First Payment by Seller.

     8.   TITLE.  Closing will be conditioned on the agreement of
the  Escrowee to issue an ALTA 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;  and other items of record disclosed to Buyer  during
the Due Diligence Period.

      Buyer shall be allowed ten (10) business days after receipt
of  said  commitment for examination and for the  making  of  any
objections  thereto, said objections to be  made  in  writing  or
deemed  waived.  If any objections are so made, the Seller  shall
be  allowed  sixty (60) days to remove or cure such objection  to
Buyer's  satisfaction and make such title marketable.  If  Seller
shall  decide to make no efforts to make title marketable, or  is
unable  to  make title marketable, (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.
Seller shall pay for the cost of issuing the title commitment and
Buyer  shall  pay  the  owner's title insurance  premium  for  an
Owner's policy.

     9.   CLOSING COSTS.  Subject to paragraph 4(c) above, Seller
will  pay  the deed stamp taxes and one-half of escrow fees,  and
any  brokerage commissions payable.  Buyer will pay all recording
fees,  one-half  of the escrow fees, the costs  of  a  survey  or
survey update (if required by Buyer) and the title premium.  Each
party will pay its own attorneys' fees and costs to document  and
close of this transaction.

     10.  REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

          (a)  Because the Property is subject  to  a
               triple  net  lease, the parties  acknowledge  that
               there  shall  be  no need for a  real  estate  tax
               prorations.   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 levied and pending
               special  assessments  existing  on  the  date   of
               Closing  shall  be  pro-rated  between  Buyer  and
               Seller as of the date of Closing.  Buyer shall pay
               all  taxes  due  and  payable in  the  year  after
               Closing  and  any unpaid installments  of  special
               assessments payable therewith and thereafter.

          (b)  All  income and all operating expenses
               from  the  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 all income earned and  shall
               be  responsible for all operating expenses of  the
               Property  incurred  on  and  after  the  date   of
               closing.   To the extent any of said items  cannot
               be determined at Closing after reasonable efforts,
               Seller and Buyer shall compute such prorations  as
               soon  as  possible after Closing and  settle  such
               adjustment as of the Closing date.

     11.  SELLER'S COVENANTS, REPRESENTATIONS AND AGREEMENTS.

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

              (i)   Except  for  the  Net  Lease
                    Agreement   with  Caribou  Coffee   and   its
                    sublessees or concessionaires, there  are  no
                    other  leases of the property.   The  Caribou
                    Coffee  Net Lease Agreement is in full  force
                    and  effect  and neither party is in  default
                    thereunder and the tenant is not entitled  to
                    any credits or offsets thereunder.

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

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

               (iv) Seller is validly existing and duly qualified
                    to transact business in the State of Georgia.

                (v) To the best of Seller's knowledge the
                    Property is not subject to any claim, demand,
                    suit, unfiled lien or other proceeding of any
                    kind which affects or may affect the Property.

               (vi) There are no leasing commissions, fees or
                    other compensation owed in connection with the
                    leasing of the Property.

              (vii) Provided that Buyer performs its obligations
                    when required, Seller agrees that it will not
                    enter into any new contracts or amend or modify
                    any current leases 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.

             (viii) Seller is not a "foreign person" which would
                    subject Buyer to the withholding tax provisions
                    of Section 1445 of the Internal Revenue Code.

               (ix) To Seller's best knowledge, the Property and
                    all business operations thereon are in compliance
                    with all applicable federal, state and local statutes,
                    laws and regulations.

               (x)  Seller is not aware of, and has received no
                    notice of, the presence, disposal, leakage or
                    migration on to the Property of any hazardous
                    waste   or   toxic   substances regulated by
                    any   federal, state   or local governmental
                    authorities which may be in violation of any
                    applicable law, rule or regulation.

               (xi) 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
                    Seller deems to be reasonable in order to
                    consummate the transactions contemplated
                    herein.

              (xii) 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.

          (b)  All covenants, representations and warranties
               of Seller contained herein are true and correct as
               of  the  date hereof and shall be true and correct
               as of the date of Closing.

      12.   DISCLAIMER.  Seller and Buyer acknowledge  and  agree
that  Seller acquired the Property through a sale\leaseback  with
the  present  tenant.   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 this
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 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.


     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 or to be provided by Seller except as set forth  herein.
Buyer  further acknowledges that the information provided and  to
be  provided with respect to the Property by Seller 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.

     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, EXCEPT AS EXPRESSLY
PROVIDED HEREIN.

     13.  CLOSING.

          (a)  Before the closing date, Seller will deposit into
               escrow: an executed general warranty deed conveying
               fee simple, insurable title of the Property to Buyer;
               and

               (i)  Assignment and Assumption of the Caribou
                    Coffee Lease, Letter of Credit, and any other
                    intangible personal property.

              (ii)  Bill of sale to personal property, if any, of
                    Seller, on the property.

             (iii)  Lien waiver affidavit

              (iv)  Form 10995

               (v)  FIRPTA Certificate

              (vi)  Delivery of original Caribou Coffee lease,
                    warranties/guaranties, if any in Seller's
                    possession, permits/licenses, keys, if any,
                    in Seller's possession.

             (vii)  Certified copy of Partnership Agreement for
                    the Seller

            (viii)  Notice of transfer to tenant jointly signed
                    by Buyer and Seller.

              (ix)  Estoppel dated no more than 30 days prior to
                    the Closing from Caribou Coffee in form and
                    substance reasonably satisfactory to Buyer.
                    If Buyer and Seller cannot agree prior to
                    the end of the Due Diligence Period on the
                    form of Estoppel to be delivered,  this
                    Agreement shall be null and void and of no
                    further force and effect and Buyer's First
                    Payment shall be returned to Buyer.

          (b)  On  or Before the closing date,  Buyer
               will  deposit  into  escrow:  the  Assignment  and
               Assumption  of Lease signed by Buyer; the  balance
               of  the purchase price when required under Section
               4;  any additional funds required 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.

      14.   DEFAULT.   If  Buyer defaults and  Seller  has  fully
performed  all obligations of Seller hereunder and satisfied  all
conditions  to  Closing  to be performed by  Seller,  Buyer  will
forfeit all rights and claims and Seller will be relieved of  all
obligations  and  will  be entitled as  its  sole  and  exclusive
remedy,  to  retain all monies heretofore paid by  the  Buyer  as
liquidated  damages,  actual  damages  being  difficult  if   not
impossible to calculate and the parties having made a good  faith
effort to determine the same.

      If Seller shall default, Buyer irrevocably waives any right
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,
performed  all  of  its  other  obligations  and  satisfied   all
conditions under this Agreement within the required time periods,
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.   Upon  a
default  by  Seller  hereunder, Buyer shall  have  the  right  to
enforce  an  action in equity for specific performance,  sue  for
damages  available at law or terminate this Agreement by  written
notice  to  Seller and receive the immediate return of the  First
Payment.

     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 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,
          (ii)  any  order  of  any  court  or  other  agency  of
          government  having jurisdiction hereof,  or  (iii)  any
          agreement or instrument to which Buyer is a party or by
          which Buyer is bound.

     16.  DAMAGE, 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,   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 resulting from  said
          damage  or destruction to the extent that the same  are
          payable with respect to damage to the Property, and are
          so payable to Seller under the Caribou Coffee Lease.

          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 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 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.  MISCELLANEOUS.

          (a)  This Agreement may be amended only by a
               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 thirty
               (30)  days  after  the end of  the  Due  Diligence
               Period,  through  no fault of Seller,  Seller  may
               either, at its election, extend the closing  date,
               exercise  any remedy available to it  by  law,  or
               terminate  this  Agreement and  return  all  funds
               theretofore paid by Buyer.

          (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.   All  funds
               deposited  into  escrow and  held  by  the  escrow
               holder   will   be  held  in  an  interest-bearing
               account.   Interest on the funds in  this  account
               will  accrue  for Buyer's benefit,  but  if  Buyer
               defaults,   interest  will  accrue  for   Seller's
               benefit.

          (j)  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.

          (k)  Further Conditions to Closing:

               (i)  Seller has complied with and otherwise
                    performed each of the covenants and obligations
                    of Seller set forth herein;

               (ii) No adverse change to the title or to the
                    environmental condition of the Property occurs
                    after the Due Diligence Period.

          (c)  All representations, warranties and covenants
               contained herein shall, as applicable, survive
               the Closing and delivery of the deed for a
               period of one (1) year.

          (d)  This Agreement shall be governed by end construed
               in accordance with the laws of the State of  Georgia.

          (e)  This Agreement may be executed in multiple
               counterparts, each of which shall be an original
               copy and together which shall constitute one
               instrument.

          (f)  Buyer intends to effect a tax-deferred exchange
               under Section 1031 of the Internal Revenue Code
               in connection with the purchase of the Property
               and  Seller  agrees to cooperate with Buyer  in
               carrying out said exchange; provided that, Seller
               shall not be responsible for any costs associated
               therewith or assume any liabilities in connection
               therewith.  Seller   agrees   to   execute   such
               additional documents as may be required to give
               effect to this provision.


               If to Seller:

                       Attention:   Robert P. Johnson
                                    AEI Fund Management XVI, Inc.
                                    1300 Minnesota World Trade Center
                                    Saint Paul, Minnesota  55101
                                    Facsimile: (651) 227-7705


               If to Buyer:

                      Attention:    Ralph H. Falls, III CCIM
                                    320 South Tryon Street
                                    Suite 202
                                    Charlotte, North Carolina  28202
                                    Facsimile: (704) 333-6092


       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 $5,000  First  Payment,
which,  if  accepted, will be deposited into  escrow  by  Seller.
Seller  has  five (5) business days within which to  accept  this
offer.


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

BUYER:    BOULEVARD EAST, LLC

          By:/s/ Ralph H Falls
          Its: Manager



Accepted and agreed this 19th day of November, 1999.

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

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

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



Caribou Coffee Company


                              EXHIBIT "A"

All that tract or parcel of land lying and being in Land Lot 901 of
the 16th  District,  Second Section, Cobb County, Georgia and being
more particularly described as follows:

To find  the True  Point  of  Beginning, commence at a point at the
corner  common to Land Lots 901, 902, 971 and 972 of said District,
Section and  County,  said  point of being located North 84" 33' 24
West  a distance of 50.00 feet from a number 4 rebar found  on  the
Southerly line of Land Lot 901 of said District, Section and County;
thence, from said land lot corner, North 01" 48' 20 East a distance
of  325.07 feet to a point; thence North 02" 12' 51 East a distance
of 45.46 feet to a number 4 rebar set and the TRUE POINT OF BEGINNING;
thence  North  01" 53' 24 East a distance of 234.23 feet to an iron
pin with plastic  cap  found  at  the Southwesterly right-of-way of
Johnson Ferry Road, said iron pin  being  located  North 28" 40' 42
West  a  distance  of 0.83 feet from a right of way monument found;
thence, along the Southwesterly right of way of Johnson Ferry Road,
South  63"  59' 03 East a distance of 164.20 feet to a point, said
point  being located North 63" 59' 03 West a distance of 1.79 feet
from a right-of-way monument found; thence, departing said right of
way, South 02" 07' 32  West a distance of 166.85 feet to a number 4
rebar found; thence, North 88" 12' 50 West a distance of 149.18 feet
to  a number 4 rebar set at the TRUE POINT OF BEGINNING, containing
0.70 acre as shown on Boundary Survey for Caribou Coffee, prepared
by Atlanta Engineering Service, Inc., dated December 1, 1994, last
revised December 12, 1996, certified to Caribou Coffee Company, Inc.,
AEI Real   Estate  Fund  XVI Limited Partnership and Lawyers Title
Insurance Company by Elvin L. Aycock, Ga.R.L.S. No. 2374.

TOGETHER WITH easement appurtenant to the about described property
as set forth in Easement Agreement and RElease of Existing Easement
between Lorient Corporation, N.V. and Merchant's Walk Associates
L.P. dated September 28, 1993, recorded in Deed Book 7652, Page 420,
Cobb County, Georgia records.