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


THIS CO-TENANCY AGREEMENT,

Made  and entered into as of the 6th day of August, 1999, by  and
between  VTA  Building Company, A Minnesota general  partnership,
(hereinafter  called  "VTA") and AEI Income  &  Growth  Fund  XXI
Limited Partnership (hereinafter called "Fund XXI") VTA, 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 24.2425%  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 VTA'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  VTA  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. VTA
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  VTA  As  long as Fund XXI owns  an  interest  in  the
Premises,  only  Fund XXI may obligate VTA 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 VTA 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/ JRK
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  VTA
under  this Agreement, and may pay to itself the amount of  VTA's
share  of any reasonable expenses of the Premises which  are  not
paid  by  VTA  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 VTA'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.

VTA  has  no  requirement  to, but has,  nonetheless  elected  to
retain, and agrees to annually reimburse, Fund XXI in the  amount
of  $  710.00 for the expenses, direct and indirect, incurred  by
Fund   XXI  in  providing  VTA  with  quarterly  accounting   and
distributions  of  VTA's share of net income  and  for  tracking,
reporting  and  assessing  the  calculation  of  VTA's  share  of
operating  expenses  incurred from  the  Premises.  This  invoice
amount  shall  be pro-rated for partial years and VTA  authorizes
Fund  XXI to deduct such amount from VTA's share of revenue  from
the  Premises. VTA 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 VTA 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, VTA 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/ JRK
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.

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 VTA:

VTA Building Company
12825 Falcon Drive
Apple Valley, MN  55124

If to Cheung:

Howard Owyoung Cheung
Rosemarie Cheung
10 Live Oak Court
Hillsborough, CA  94010



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



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/ JRK
Co-Tenancy Agreement for Arby's - Montgomery, AL


VTA Building Company


                      By: /s/ James R Knecht
                              James R. Knecht, Partner

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 4th day of  August,
1999,  James  R  Knecht who executed the foregoing instrument  in
said capacity.
               [notary seal]
                            /s/ Barbara J Kochevar
                                Notary Public


                      By: /s/ Rosalee J Knecht
                              Rosalee J. Knecht, Partner

STATE OF MINNESOTA)
                              ) ss      [notary seal]
COUNTY OF Ramsey)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 4th day of  August,
1999,  Rosalee J Knecht who executed the foregoing instrument  in
said capacity.

                               /s/ Barbara J Kochevar
                                   Notary Public



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





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 4th day of  August,
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/ Linda A Bisdorf
                                  Notary Public

                                   [notary seal]



Co-Tenant Initial: /s/ JRK
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.