PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
                Children's World Learning Center
                        Golden, Colorado


THIS CO-TENANCY AGREEMENT,

Made and entered into as of the 17th day of August, 2001, by  and
between   Munkberg   Farms,   Inc.,   a   Minnesota   corporation
(hereinafter  called "Munkberg"), and AEI Income  &  Growth  Fund
XXII   Limited   Partnership  (hereinafter   called   "Co-Tenancy
Manager"), (Munkberg, Co-Tenancy Manager (and any other Owner  in
Fee  where  the context so indicates) being hereinafter sometimes
collectively  called "Co-Tenants" and referred to in  the  neuter
gender).
WITNESSETH:

WHEREAS,  Fund XXII as the Co-Tenancy Manager presently  owns  an
undivided  3.9680% interest in and to, and AEI Private Net  Lease
Fund   1998  Limited  Partnership  presently  owns  an  undivided
27.6354% interest in and to, and AEI Private Net Lease Millennium
Fund  Limited  Partnership presently owns an  undivided  18.0000%
interest  in and to, and Munkberg Farms, Inc. presently  owns  an
undivided 10.5511% interest in and to, and Donald B. Wood and Sue
D.  Wood,  Trustees  of the Wood Family Trust dated  3/15/93,  as
amended  7/9/97 presently own an undivided 14.3646%  interest  in
and  to,  and Lynn Bushman and Camille Bushman, married as  joint
tenants  presently owns an undivided 4.5219% interest in and  to,
and  William  C.  Bashor  presently owns  an  undivided  10.1743%
interest  in  and to, and James D. Rea and Mary M. Rea  AKA  Mary
Margaret  Rea,  married  as  joint  tenants  presently  owns   an
undivided 10.7847% interest in and to the land, situated  in  the
City  of  Golden,  County of Jefferson, and  State  of  Colorado,
(legally described upon Exhibit A attached hereto and hereby made
a  part  hereof)  and in and to the improvements located  thereon
(hereinafter called "Premises");

WHEREAS,  The  parties hereto wish to provide  for:  the  orderly
monitoring  of performance by the present tenant of the  Premises
under  the  triple  net  lease agreement  for  the  Premises;  if
necessary,  upon  a  vacancy in the Premises, the  operation  and
management of the Premises; the continued leasing of space within
the  Premises; and, the distribution of income from and the  pro-
rata sharing in expenses of the Premises by Co-Tenancy Manager in
connection with Munkberg's interest in the Premises.

NOW THEREFORE, in consideration of the purchase by Munkberg of an
undivided  interest  in and to the Premises,  for  at  least  One
Dollar  ($1.00) and other good and valuable consideration by  the
parties  hereto  to  one another in hand paid,  the  receipt  and
sufficiency of which are hereby acknowledged, and of  the  mutual
covenants and agreements herein contained, it is hereby agreed by
and between the parties hereto, as follows:


Co-Tenant Initial: /s/ JM
Co-Tenancy Agreement for Children's World Learning Center-Golden, Colorado


1.      Munkberg,  subject  to  the  limitations  and  power   of
revocation herein expressed, hereby designates Co-Tenancy Manager
as  its  sole  and  exclusive agent and delegates  to  Co-Tenancy
Manager  the  sole  right to monitor and  enforce  on  behalf  of
Munkberg  the  terms  of  the  present  lease  of  the  Premises,
including  but  not  limited  to  any  amendments,  consents   to
assignment,  sublet, releases or modifications to  the  lease  or
guarantees  of  lease  and to deal with  any  property  agent  or
tenant.  Should  the Premises become vacant,  the  operation  and
management  of  the  Premises  is delegated  by  the  Co-Tenants,
subject to revocation on an individual basis by an individual Co-
Tenant  as otherwise set forth herein, to Co-Tenancy Manager,  or
its  designated agent, successors or assigns. Provided,  however,
if  Co-Tenancy  Manager shall sell all of  its  interest  in  the
Premises,  (or  shall no longer be delegated  the  operation  and
management of the Premises), the duties and obligations of the Co-
Tenancy  Manager  respecting management of the  Premises  as  set
forth  herein,  including  but not  limited  to  its  duties  and
obligations  respecting paragraphs 2, 3, and 4 hereof,  shall  be
exercised by the holder or holders of a majority of the undivided
co-tenancy interests in the Premises. Subject to the approval  of
all Co-Tenants evidenced by their written consent, the Co-Tenancy
Manager  shall  negotiate and execute re-leases of  the  Premises
upon  termination  of  the  present  lease  of  the  Premises  or
negotiate and execute easements affecting the Premises, may incur
ordinary and necessary operating expenses in connection with  the
management of the Premises, and propose extraordinary or  capital
expenditures  to the Premises. Until Munkberg shall  revoke  such
authority  as  provided herein, Co-Tenancy  Manager  or  Munkberg
itself  may  obligate Munkberg with respect to any  ordinary  and
necessary  operating  expense for  the  Premises.   However,  Co-
Tenancy Manager has no right to obtain a loan for which any other
Co-Tenant would be liable, nor may Co-Tenancy Manager finance  or
refinance the Premises secured by any lien or any pledge  of  the
Premises.   Munkberg agrees to execute and deliver to  Co-Tenancy
Manager  such written approval of documents approved by Munkberg,
such approval to take such form as may be reasonably required  by
Co-Tenancy  Manager to evidence its authority  to  sign  approved
documents on behalf of Munkberg.

As  further  set forth in paragraph 2 hereof, Co-Tenancy  Manager
agrees to require any lessee of the Premises to name Munkberg  as
an  insured  or  additional  insured in  all  insurance  policies
provided for, or contemplated by, any lease on the Premises.  Co-
Tenancy Manager shall use its best efforts to obtain endorsements
adding Co-Tenants to said policies from lessee within 30 days  of
commencement of this agreement. In any event, Co-Tenancy  Manager
shall  distribute any insurance proceeds it may receive,  to  the
extent  consistent  with any lease on the Premises,  to  the  Co-
Tenants  in  proportion  to  their respective  ownership  of  the
Premises.

2.    Income and expenses shall be allocated among the Co-Tenants
in  proportion to their respective share(s) of ownership.  Shares
of  net income shall be pro-rated for any partial calendar  years
included  within the term of this Agreement.  Co-Tenancy  Manager
may offset against, pay to itself and deduct from any payment due
to  Munkberg  under  this Agreement, and may pay  to  itself  the
amount  of  Munkberg's share of any reasonable  expenses  of  the
Premises which are not paid by Munkberg to Co-Tenancy Manager  or
its  assigns,  within  ten (10) days after demand  by  Co-Tenancy
Manager.   In  the  event there is insufficient operating  income


Co-Tenant Initial: /s/ JM
Co-Tenancy Agreement for Children's World Learning Center-Golden, Colorado



from  which  to  deduct  Munkberg's  unpaid  share  of  operating
expenses,  Co-Tenancy  Manager  may  pursue  any  and  all  legal
remedies for collection.

Operating  Expenses  shall include all normal operating  expense,
including  but not limited to: maintenance, utilities,  supplies,
labor, management, advertising and promotional expenses, salaries
and wages of rental and management personnel, leasing commissions
to  third  parties, a monthly accrual to pay insurance  premiums,
real  estate taxes, installments of special assessments  and  for
structural repairs and replacements, management fees, legal  fees
and accounting fees, but excluding all operating expenses paid by
tenant under terms of any lease agreement of the Premises.

Munkberg  has no requirement to, but has, nonetheless elected  to
retain, and agrees to annually compensate, Co-Tenancy Manager  in
the  amount  of  $613  for  the expenses,  direct  and  indirect,
incurred  by  Co-Tenancy  Manager  in  providing  Munkberg   with
quarterly accounting and distributions of Munkberg's share of net
income  and for tracking, reporting and assessing the calculation
of  Munkberg's  share  of operating expenses  incurred  from  the
Premises.  This  invoice amount shall be  pro-rated  for  partial
years  and Munkberg authorizes Co-Tenancy Manager to deduct  such
amount  from  Munkberg's  share of  revenue  from  the  Premises.
Munkberg   may   terminate  this  agreement  in  this   paragraph
respecting  accounting and distributions at any time and  attempt
to  collect its share of rental income directly from the  tenant;
Co-Tenancy  Manager  may  terminate  its  obligation  under  this
paragraph  upon 30 days written notice to Munkberg prior  to  the
end  of each anniversary hereof, unless agreed in writing to  the
contrary.

3.    Full, accurate and complete books of account shall be  kept
in accordance with generally accepted accounting principles at Co-
Tenancy  Manager  's principal office, and each  Co-Tenant  shall
have  access  to  such books and may inspect and  copy  any  part
thereof  during  normal business hours. Within ninety  (90)  days
after  the end of each calendar year during the term hereof,  Co-
Tenancy  Manager shall prepare an accurate income  statement  for
the  ownership of the Premises for said calendar year  and  shall
furnish copies of the same to all Co-Tenants. Quarterly,  as  its
share,  Munkberg  shall be entitled to receive  10.5511%  of  all
items  of  income  and expense generated by the  Premises.   Upon
receipt of said accounting, if the payments received by each  Co-
Tenant  pursuant  to  this Paragraph  3  do  not  equal,  in  the
aggregate,  the  amounts  which  each  are  entitled  to  receive
proportional  to  its  share of ownership with  respect  to  said
calendar  year  pursuant  to Paragraph 2 hereof,  an  appropriate
adjustment  shall  be  made so that each Co-Tenant  receives  the
amount to which it is entitled.

4.    If  Net Income from the Premises is less than $0.00  (i.e.,
the  Premises  operates  at a loss), or if capital  improvements,
repairs, and/or replacements, for which adequate reserves do  not
exist,  need  to  be made to the Premises, the  Co-Tenants,  upon
receipt  of  a written request therefore from Co-Tenancy  Manager
shall, within fifteen (15) business days after receipt of notice,
make  payment  to Co-Tenancy Manager sufficient to pay  said  net
operating  losses and to provide necessary operating capital  for
the  premises  and to pay for said capital improvements,  repairs
and/or   replacements,  all  in  proportion  to  their  undivided
interests in and to the Premises. All Co-Tenants shall  have  the
right to review all contracts that will have a material effect on
the  Premises.   All Co-Tenants shall have the right  to  approve
budgets  and  major capital expenditures affecting the  Premises.



Co-Tenant Initial: /s/ JM
Co-Tenancy Agreement for Children's World Learning Center-Golden, Colorado



While  Co-Tenancy Manager shall own an interest in the  Premises,
Co-Tenants  agree to delegate the determination of  such  budgets
and  need for capital expenditures to Co-Tenancy Manager  subject
to  the  power  of  any Co-Tenant to revoke  such  delegation  in
accordance with the provisions hereof.

5.    Co-Tenants  may, at any time, sell, finance,  or  otherwise
create  a lien upon their interest in the Premises but only  upon
their  interest  and not upon any part of the interest  held,  or
owned, by any other Co-Tenant, and shall not create any lien upon
their  individual interest if by operation of law such lien shall
by  law  extend to the interest of any other Co-Tenant.  All  Co-
Tenants reserve the right to escrow proceeds from a sale of their
interests in the Premises to obtain tax deferral by the  purchase
of replacement property.

6.    If any Co-Tenant shall be in default with respect to any of
its  obligations hereunder, and if said default is not  corrected
within  thirty  (30)  days after receipt by said  defaulting  Co-
Tenant  of written notice of said default, or within a reasonable
period  if  said default does not consist solely of a failure  to
pay money, the remaining Co-Tenant(s) may resort to any available
remedy to cure said default at law, in equity, or by statute.

7.    This Co-Tenancy agreement shall continue in full force  and
effect  and shall bind and inure to the benefit of the  Co-Tenant
and  their respective heirs, executors, administrators,  personal
representatives, successors and permitted assigns until September
28,  2015  or upon the sale of the entire Premises in  accordance
with  the  terms hereof and proper disbursement of  the  proceeds
thereof,   whichever  shall  first  occur.   Unless  specifically
identified  as  a  personal contract right or obligation  herein,
this  agreement shall run with any interest in the  Property  and
with  the  title thereto. Once any person, party  or  entity  has
ceased  to  have an interest in fee in any portion of the  Entire
Property,  it  shall not be bound by, subject to or benefit  from
the  terms  hereof;  but  its  heirs, executors,  administrators,
personal representatives, successors or assigns, as the case  may
be,  shall be substituted for it hereunder.   Any Co-Tenant  may,
at  any  time effective upon written notice to Co-Tenancy Manager
revoke  the designation of Co-Tenancy Manager as such Co-Tenant's
agent  for  the  purposes  as set forth  herein.   Any  Co-Tenant
revoking  such designation of Co-Tenancy Manager's  agency  shall
notify Co-Tenancy Manager in writing in accordance with the terms
hereof  and  such  revocation shall be effective upon  Co-Tenancy
Manager's receipt of such written revocation.

8.    Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be  given
to  all known Co-Tenants and deemed given or served in accordance
with  the  provisions  of  this  Agreement,  if  said  notice  or
elections addressed as follows;

If to Fund XXII or Fund 1998 or Millennium Fund:

AEI Income & Growth Fund XXII Limited Partnership,
AEI Private Net Lease Fund 1998 Limited Partnership,
AEI Private Net Lease Millennium Fund Limited Partnership
1300 Minnesota World Trade Center
30 Seventh Street East
St. Paul, MN  55101-4901



Co-Tenant Initial: /s/ JM
Co-Tenancy Agreement for Children's World Learning Center-Golden, Colorado



If to Munkberg:

Munkberg Farms, Inc., a Minnesota corporation
John Munkberg, its President
3000 325th Ave. N.E.
Cambridge, MN 55008

If to Wood:

Donald B. Wood and
Sue D. Wood, Trustees
of the Wood Family  Trust
dated 3/15/93, as amended 7/9/97
280 Canon Drive
Santa Barbara, CA  93105

If to Bushman:

Lynn Bushman and
Camille Bushman, married as joint tenants
4752 South Ichabod Place
Holladay, UT  84117

If to Bashor:

William C. Bashor
57001 WCR 390
Grover, CO  80729


If to Rea:

James D. Rea and Mary M. Rea
AKA Mary Margaret Rea, married as joint tenants
3707 Fernleigh Avenue
Troy, MI  48083





Co-Tenant Initial: /s/ JM
Co-Tenancy Agreement for Children's World Learning Center-Golden, Colorado



Each mailed notice or election shall be deemed to have been given
to,  or served upon, the party to which addressed on the date the
same  is  deposited in the United States certified  mail,  return
receipt  requested,  postage prepaid, or given  to  a  nationally
recognized  courier  service guaranteeing overnight  delivery  as
properly addressed in the manner above provided. Any party hereto
may  change  its address for the service of notice  hereunder  by
delivering  written notice of said change to  the  other  parties
hereunder, in the manner above specified, at least ten (10)  days
prior  to  the  effective  date of said  change.   Any  Co-Tenant
selling or transferring all or a portion of its interest  in  the
Premises  shall  provide,  within a  reasonable  time  after  the
completion of such sale or transfer, written notice to all  other
Co-Tenants of the name and address of such new Co-Tenant and  the
interest held by such new Co-Tenant.

9.    This  Agreement shall not create any partnership  or  joint
venture  among or between the Co-Tenants or any of them;  no  Co-
Tenant shall file any partnership tax returns nor otherwise  take
any action respecting nor represent the relationship among the Co-
Tenants  as other than co-tenants of undivided interests in  real
property.  The only relationship among and between the Co-Tenants
hereunder  shall be that of owners of the Premises as tenants  in
common subject to the terms hereof.

10.    The  unenforceability or invalidity of  any  provision  or
provisions  of  this Agreement as to any person or  circumstances
shall  not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and  all  provisions hereof, in all other respects, shall  remain
valid and enforceable.

11.   In  the  event  any litigation arises between  the  parties
hereto  relating  to  this Agreement, or any  of  the  provisions
hereof, the party prevailing in such action shall be entitled  to
receive  from the losing party, in addition to all other  relief,
remedies  and  damages  to  which it is otherwise  entitled,  all
reasonable  costs  and expenses, including reasonable  attorneys'
fees,  incurred by the prevailing party in connection  with  said
litigation.

12.   To  the extent that this agreement binds all Co-Tenants  of
the  Premises, such covenants are deemed to run with the land and
shall be evidenced in a Co-Tenancy Agreement entered into by  any
Co-Tenant  with  any  purchaser of all  or  any  portion  of  its
interest  in  the  Premises.  Except  as  otherwise  provided  or
modified herein, Co-Tenants retain all rights otherwise available
under law to any Co-Tenant of an interest in real Property.

13.   Every  Co-Tenant  shall have a right of  first  refusal  to
purchase  the  interest of any other Co-Tenant in  the  Premises,
upon  the  following limited terms and conditions.  If  and  only
when  a  Co-Tenant shall give written notice to another Co-Tenant
(and only as to such Co-Tenant receiving such notice) of a desire
to  be  notified  of  any  proposed sale ("Notice  of  Desire  to
Purchase"), Co-Tenants desiring notice of proposed sales  of  Co-
Tenancy interests shall receive notice of proposed sales  of  the
interest of the Co-Tenant who has received a Notice of Desire  to
Purchase.  Any  Co-Tenant offering its interest  or  any  portion
thereof for sale ("Selling Co-Tenant") shall first notify all Co-
Tenants  who  have provided a Notice of Desire to Purchase.  Such


Co-Tenant Initial: /s/ JM
Co-Tenancy Agreement for Children's World Learning Center-Golden, Colorado



notice  ("Selling  Co-Tenant's Notice") shall  give  Selling  Co-
Tenant's name and address and state a price at which Selling  Co-
Tenant  intends to sell and will sell a specified portion or  all
of its interest in the fee simple to the Leased Premises.

If  a Co-Tenant shall fail to exercise its Right of First Refusal
as  set forth herein, those Co-Tenant's exercising their Right of
First  Refusal  shall  buy all, but not less  than  all,  of  the
interest  in  the  Premises offered for sale by the  Selling  Co-
Tenant, purchasing prorata in proportion that the purchasing  Co-
Tenant's  interests in the Premises shall bear  to  one  another.
For  ten (10) business days (the "Right of First Refusal Period")
following the giving of such notice, a Co-Tenant shall  have  the
option  to  purchase  such portion of the  fee  interest  of  the
Selling  Co-Tenant as set forth in Selling Co-Tenant's Notice  at
the  price  in cash stated in the Selling Co-Tenant's Notice.   A
written notice addressed to Selling Co-Tenant and signed  by  the
purchasing  Co-Tenant  shall be given,  in  accordance  with  the
provisions  hereof  respecting the giving of notice,  within  the
period set forth above for exercising the Right of First Refusal.
If  no  Co-Tenant  shall  exercise its Right  of  First  Refusal,
Selling  Co-Tenant shall be free to market its  interest  in  the
Premises  after  expiration of the Right of First Refusal  Period
and  shall be free to sell all or any portion of its interest  in
the  Premises at a price prorata greater than, or equal to,  that
which is set forth in the Selling Co-Tenant's Notice.

The above provisions shall not apply to the sale or transfer of a
Co-Tenant's  interest in the Premises if such  sale  or  transfer
shall be to an affiliate of the selling or transferring Co-Tenant
or  to  a trust established by such Co-Tenant for estate planning
purposes.






          (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)








Co-Tenant Initial: /s/ JM
Co-Tenancy Agreement for Children's World Learning Center-Golden, Colorado








IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to be executed and delivered, as of the day and year first above
written.


          Munkberg Farms, Inc., a Minnesota corporation

          By: /s/ John Munkberg
                  John Munkberg, its President



          WITNESS:

          /s/ Lynn C Kelley

              Lynn C Kelley
              (Print Name)







STATE OF MINNESOTA)
                        ) ss
COUNTY OF ISANTI)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 14th day of August,
2001,  John  Munkberg,  President  of  Munkberg  Farms,  Inc.,  a
Minnesota  corporation who executed the foregoing  instrument  in
said capacity.

                              /s/ Thomas L Satrom
                                   Notary Public
[notary seal]



Fund XXII     AEI Income & Growth Fund XXII Limited Partnership

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

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


     WITNESS:

                 /s/ Angela Terryll

                     Angela Terryll
                      (Print Name)




State of Minnesota )
                                    ) ss.
County of Ramsey )


I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 17th day of August,
2001,  Robert  P. Johnson, President of AEI Fund Management  XXI,
Inc., corporate general partner of AEI Income & Growth Fund  XXII
Limited  Partnership,  who executed the foregoing  instrument  in
said capacity and on behalf of the corporation.

                              /s/ Debra A Jochum
                                   Notary Public


[notary seal]


                           EXHIBIT "A"

Lot 1A, Eagle Ridge Center Filing No. 3, Block 2, Lot 1, Replat,
County of Jefferson, Sate of Colorado.