PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
              (Arby's Restaurant - Montgomery, AL)


THIS CO-TENANCY AGREEMENT,

Made and entered into as of the 22nd day of October, 1999, by and
between  Beryl  B. Barrett, Trustee of The Barrett  Family  Trust
Dated  4-14-94,  (hereinafter called "Barrett") and AEI Income  &
Growth  Fund  XXI Limited Partnership (hereinafter  called  "Fund
XXI")  Barrett, Fund XXI (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 XXI presently owns an undivided 2.6811% interest in
and to,and Barrett owns an undivided 21.5614% interest in and to,
and  VTA  owns  an undivided 21.5614% interest in  and  to,   and
Roland  Terry owns an undivided 20.3540% interest in and  to  and
the  Catharine  C.  Whittenburg  Testamentary  Trust  for  J.  A.
Whittenburg  IV  or Assigns presently owns an undivided  21.5614%
interest  in and to, and the Cheung Living Trust Dated  July  27,
1989 presently owns an undivided 12.2807% interest in and to  the
land,  situated in the City of Montgomery, County of  Montgomery,
and  State  of  AL,  (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
operation  and management of the Premises and Barrett's  interest
by  Fund XXI; the continued leasing of space within the Premises;
for  the distribution of income from and the pro-rata sharing  in
expenses of the Premises.

NOW THEREFORE, in consideration of the purchase by Barrett 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.    The  operation  and  management of the  Premises  shall  be
delegated  to  Fund XXI, or its designated agent,  successors  or
assigns.  Provided, however, if Fund XXI shall sell  all  of  its
interest in the Premises, the duties and obligations of Fund  XXI
respecting  management  of  the Premises  as  set  forth  herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be
bound  by  the  decisions  of  Fund  XXI  with  respect  to   all
administrative,  operational  and  management  matters   of   the
property  comprising the Premises, including but not  limited  to
the  management  of  the net lease agreement  for  the  Premises.
Barrett  hereto  hereby  designates Fund  XXI  as  its  sole  and
exclusive agent to deal with, and Fund XXI retains the sole right
to  deal with, any property agent or tenant and to negotiate  and
enter  into,  on terms and provisions satisfactory to  Fund  XXI,
monitor, execute and enforce the terms of leases of space  within
the  Premises,  including  but not  limited  to  any  amendments,
consents  to  assignment, sublet, releases  or  modifications  to
leases  or  guarantees  of  lease  or  easements  affecting   the
Premises,  on  behalf  of Barrett As long as  Fund  XXI  owns  an
interest in the Premises, only Fund XXI may obligate Barrett with
respect to any expense for the Premises.

As  further set forth in paragraph 2 hereof, Fund XXI  agrees  to
require  any lessee of the Premises to name Barrett as an insured
or  additional insured in all insurance policies provided for, or
contemplated  by, any lease on the Premises. Fund XXI  shall  use
its best efforts to obtain




Co-Tenant Initial: /s/ BB
Co-Tenancy Agreement for Arby's - Montgomery, AL



endorsements  adding  Co-Tenants to  said  policies  from  lessee
within  30 days of commencement of this agreement. In any  event,
Fund  XXI 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. Fund XXI may  offset
against, pay to itself and deduct from any payment due to Barrett
under  this  Agreement,  and may pay  to  itself  the  amount  of
Barrett's share of any reasonable expenses of the Premises  which
are  not  paid by Barrett to Fund XXI or its assigns, within  ten
(10)  days  after  demand by Fund XXI.  In  the  event  there  is
insufficient  operating  income from which  to  deduct  Barrett's
unpaid  share of operating expenses, Fund XXI 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.

Barrett  has no requirement to, but has, nonetheless  elected  to
retain, and agrees to annually reimburse, Fund XXI in the  amount
of  $700.00  for the expenses, direct and indirect,  incurred  by
Fund  XXI  in  providing  Barrett with quarterly  accounting  and
distributions of Barrett's share of net income and for  tracking,
reporting  and  assessing the calculation of Barrett's  share  of
operating  expenses  incurred from  the  Premises.  This  invoice
amount   shall  be  pro-rated  for  partial  years  and   Barrett
authorizes Fund XXI to deduct such amount from Barrett's share of
revenue  from the Premises. Barrett 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; however, enforcement of all other provisions  of
the  lease remains the sole right of Fund XXI pursuant to Section
1  hereof.   Fund  XXI  may terminate its obligation  under  this
paragraph upon 30 days notice to Barrett 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
Fund XXI'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, Fund XXI 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,  Barrett  shall  be
entitled  to receive 21.5614% 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 therefor from  Fund  XXI,  shall,
within  fifteen (15) business days after receipt of notice,  make
payment  to Fund XXI sufficient to pay said net operating  losses
and to provide necessary operating capital



Co-Tenant Initial: /s/ BB
Co-Tenancy Agreement for Arby's - Montgomery, AL




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.

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.  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 June 1,
2025 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 Premises and with the title
thereto. Once any person, party or entity has ceased to have an
interest in fee in any portion of the Premises, 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. Barrett agrees to notify Fund XXI upon the
appointment of any successor trustee, or any amendment of The
Barrett Family Trust  affecting the powers of the trustees to
manage or dispose of The Barrett Family Trust's interest in the
premises.


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 XXI:

AEI Income and Growth Fund XXI Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota  55101

If to Barrett:

Beryl B. Barrett, Trustee
The Barrett Family Trust Dated 4-14-94
177 Boynton Road
Layton, UT  84040

If to VTA:

VTA Building Company
12825 Falcon Drive
Apple Valley, MN  55124

If to Cheung:





Co-Tenant Initial: /s/ BB
Co-Tenancy Agreement for Arby's - Montgomery, AL
Howard Owyoung Cheung
Rosemarie Cheung
10 Live Oak Court
Hillsborough, CA  94010

If to Whittenburg:

The Catharine C. Whittenburg Testamentary Trust
Post Office Box 26
Amarillo, TX  79105

If to Terry:

Roland Terry
154 Little Hendricks Pk  #20612
Jasper, GA  30143

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.

9.    This  Agreement shall not create any partnership  or  joint
venture  among or between the Co-Tenants or any of them, and  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.






              REST OF PAGE INTENTIONALLY LEFT BLANK



Co-Tenant Initial: /s/ BB
Co-Tenancy Agreement for Arby's - Montgomery, AL

The Barrett Family Trust Dated 4-14-94


                      By: /s/ Beryl B Barrett
                              Beryl B. Barrett, Trustee

STATE OF UTAH)                     [notary seal]
                              ) ss
COUNTY OF Davis)

I,  a Notary Public in and for the state and county of aforesaid,
hereby certify there appeared before me this 29 day of September,
1999,  Beryl  B Barrett who executed the foregoing instrument  in
said capacity.

                          /s/  Teri L Short
                               Notary Public



Fund XXI   AEI Income & Growth Fund XXI Limited Partnership

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

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

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 22nd day of October,
1999,  Robert  P. Johnson, President of AEI Fund Management  XXI,
Inc.,  corporate general partner of AEI Income & Growth Fund  XXI
Limited Partnership who executed the foregoing instrument in said
capacity  and  on  behalf of the corporation in its  capacity  as
corporate general partner, on behalf of said limited partnership.

                              /s/ Barbara J Kochevar
                                   Notary Public
[notary seal]



Co-Tenant Initial: /s/ BB
Co-Tenancy Agreement for Arby's - Montgomery, AL



                         EXHIBIT "A"



     Commencing at the Northeast corner of the Southeast  Quarter
     of  the  Southwest Quarter of Section 16, Township 16 North,
     Range  18 East, Montgomery City and County, Alabama,  thence
     West a distance of 535.66 feet, thence North 328.83 feet  to
     the  Southwest corner of Lot 1-T, of the Taco Bell Plat  No.
     3,  Zelda Road as recorded in the Montgomery County  Probate
     Office, said point being on the curve of the Norterly  right
     of  way  of Zelda Roas, said curve having a radius of 392.86
     feet,  a  central angle of 30 13' 45" and a chord of  204.88
     feet  with  a  chord  bearing of S  59  16'  00"  E,  thence
     southeasterly  along said curve to the end  of  said  curve,
     said  point being the Southeast corner of said Lot 1-T, also
     being  the point of beginning.  Thence N 39 28' 53" E,  from
     the  point of beginning along the southeasterly line of said
     Lot  1-T, a distance of 152.21 feet to an iron pin found  on
     the  southerly  right  of  way of Interstate  Hiwhway  I-85;
     thence  S 52 30' 39" E, along the southerly right of way  of
     Interstate Highway I-85 a distance of 311.90 feet to a found
     iron pin; thence S 74 07' 41" W a distance of 270.89 feet to
     a  found  iron  pin on the northerly right of way  of  Zelda
     Road; thence N 20 20' 05" W along the Northerly right of way
     of  Zelda Road a distance of 28.41 feet to the beginning  of
     the  curve of the northerly right of way of Zelda Road, said
     curve having a radius of 392.86 feet, a central angle of  20
     38' 00" and a chord of 140.71 feet with a chord bearing of N
     31  38' 47" W; thence Northwesterly along said curve to  the
     end of said curve, said point being the southeast corner  of
     said  Lot  1-T, and also being the point of beginning.   The
     said  tract  of land is located in the Northeast Quarter  of
     the  Southwest  Quarter of Section 16,  Township  16  North,
     Range 18 East, Montgomery City and County, Alabama.