PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
               (Children's World-Golden, Colorado)


THIS CO-TENANCY AGREEMENT,

Made  and entered into as of the 12th day of March, 2001, by  and
between  James  D.  Rea and mark M. Rea AKA  Mary  Margaret  Rea,
married  as  joint tenants (hereinafter called  "Rea"),  and  AEI
Income & Growth Fund XXII Limited Partnership (hereinafter called
"Co-Tenancy  Manager") (Rea, 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 presently owns an undivided 29.2153% interest
in   and  to,  and  AEI  Private  Net  Lease  Fund  1998  Limited
Partnership presently owns an undivided 42.000% interest  in  and
to,   and    AEI  Private  Net  Lease  Millennium  Fund   Limited
Partnership presently owns an undivided 18.000% interest  in  and
to, and Rea presently owns an undivided 10.7847 % interest in and
to,  and  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 Rea's interest in the Premises.

NOW  THEREFORE, in consideration of the purchase  by  Rea  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:

1.     Rea,  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 Fund  XXII  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


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



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  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  undivided  co-tenancy
interests  in the Premises. Subject to the approval  of  all  Co-
Tenants  evidenced  by their written consent, 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  Rea shall  revoke  such  authority  as
provided  herein, Co-Tenancy Manager or Rea itself  may  obligate
Rea  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  by
secured by any lien or any pledge of the Premises.  Rea agrees to
execute  and deliver to Co-Tenancy Manager such written  approval
of  documents approved by Rea, 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 Rea.

As  further  set forth in paragraph 2 hereof, Co-Tenancy  Manager
agrees  to require any lessee of the Premises to name Rea  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 Co-Tenancy Manager under this Agreement, and may pay to itself
the  amount  of  Rea's share of any reasonable  expenses  of  the
Premises which are not paid by Rea to Co-Tenancy Manager  or  its
assigns, within ten (10) days after demand by Rea.  In the  event
there is insufficient operating income from which to deduct Rea'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


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


tenant under terms of any lease agreement of the Premises.

Rea  has  no  requirement  to, but has,  nonetheless  elected  to
retain, and agrees to annually compensate, Co-Tenancy Manager  in
the  amount  of  $ 626.00 for the expenses, direct and  indirect,
incurred  by  Co-Tenancy Manager in providing Rea with  quarterly
accounting and distributions of Rea's share of net income and for
tracking, reporting and assessing the calculation of Rea's  share
of  operating  expenses incurred from the Premises. This  invoice
amount shall be pro-rated for partial years and Rea authorizes Co-
Tenancy Manager to deduct such amount from Rea's share of revenue
from  the  Premises.  Rea 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 Rea 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, Rea shall be entitled to receive 10.7847% 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.
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


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


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:

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


If to Rea:

James D. Rea and Mary M. Rea
AKA Mary Margaret
47121 W Main St
Northville, MI  48167


Co-Tenant Initial: /s/ JDR /s/ MMR
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/ JDR /s/ MMR
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.

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




          (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK)



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




Rea    James D. Rea and Mary M. Rea AKA Mary Margaret Rea


       By: /s/ James D Rea
               James D. Rea

       By: /s/ Mary M Rea
               Mary M. Rea AKA Mary Margaret Rea


          WITNESS:
       (Both signers)

        /s/ Donnell P O'Callaghan

        /s/ Betty Starkgman
             (Print Name)






STATE OF MICHIGAN)
                        ) ss
COUNTY OF OAKLAND)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 5th day  of  March,
2001, James D. Rea and Mary M. Rea AKA Mary Margaret Rea, married
as  joint tenants, who executed the foregoing instrument in  said
capacity.

                              /s/ Donnell P O'Callaghan
                                   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/ Debra L Achman

                Debra L Achman
                 (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 9th day  of  March,
2001,  Robert  P. Johnson, President, who executed the  foregoing
instrument in said capacity and on behalf of the corporation.

                              /s/ Heather A Garcia
                                   Notary Public
[notary seal]





                    Exhibit A Legal Description

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