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


THIS CO-TENANCY AGREEMENT,

Made  and entered into as of the 27th day of July, 1999,  by  and
between The Catharine C. Whittenburg Testamentary Trust for J. A.
Whittenburg  IV or Assigns as joint tenants, (hereinafter  called
"Whittenburg"),  and  AEI  Income  &  Growth  Fund  XXI   Limited
Partnership (hereinafter called "Fund XXI") Whittenburg, 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 66.1579%  interest
in  and  to, and Whittenburg 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  Whittenburg'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 Whittenburg 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.
Whittenburg  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 Whittenburg As long as Fund XXI  owns  an
interest  in the Premises, only Fund XXI may obligate Whittenburg
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  Whittenburg  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/ DEB /s/ JFT /s/ JAW IV
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
Whittenburg  under  this Agreement, and may  pay  to  itself  the
amount  of Whittenburg's share of any reasonable expenses of  the
Premises  which are not paid by Whittenburg 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
Whittenburg'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.

Whittenburg  has no requirement to, but has, nonetheless  elected
to  retain,  and agrees to annually reimburse, Fund  XXI  in  the
amount of $ 826 [changed to $700 to conform to the facts /s/  DEB
/s/  JFT  /s/  JAW  IV   /s/ RPJ] for the  expenses,  direct  and
indirect,  incurred  by  Fund XXI in providing  Whittenburg  with
quarterly accounting and distributions of Whittenburg's share  of
net   income  and  for  tracking,  reporting  and  assessing  the
calculation of Whittenburg's share of operating expenses incurred
from  the  Premises. This invoice amount shall be  pro-rated  for
partial years and Whittenburg authorizes Fund XXI to deduct  such
amount  from  Whittenburg's share of revenue from  the  Premises.
Whittenburg  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 Whittenburg 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, Whittenburg  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/ DEB /s/ JFT /s/ JAW IV
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.  Whittenburg agrees to notify Fund XXI upon the
appointment  of  any successor trustee, or any amendment  of  the
Catharine  C Whittenburg Testamentary Trust affecting the  powers
of  the  trustees  to  manage  or dispose  of  the   Catharine  C
Whittenburg Testamentary 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 Cheung:

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




Co-Tenant Initial:  /s/ DEB /s/ JFT /s/ JAW IV
Co-Tenancy Agreement for Arby's-Montgomery, AL

If to Whittenburg:

The Catharine C. Whittenburg Testamentary Trust for
J. A. Whittenburg IV or Assigns
Post Office Box 26
Amarillo, TX  79105

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.

12.        Whittenburg certifies that the office of  the  Trustee
shall consist of five Trustees, any three of whom may act on  any
matter.




Co-Tenant Initial:  /s/ DEB /s/ JFT /s/ JAW IV
Co-Tenancy Agreement for Arby's-Montgomery, AL

The  Catharine  C.  Whittenburg  Testamentary  Trust  for  J.  A.
Whittenburg IV or Assigns

          By:/s/ Diane E Bowes
                 A Trustee

                 Diane E Bowes
                 (Type or Print Name)

STATE OF TEXAS)
                              ) ss
COUNTY OF POTTER)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 20th day  of  July,
1999, Diane E Bowes who executed the foregoing instrument in said
capacity.


                         /s/ Carol E Scott
                             Notary Public       [notary seal]
and
          By:/s/ Jack F Turner
                 A Trustee

                 Jack F Turner
                 (Type or Print Name)

STATE OF TEXAS)
                              ) ss
COUNTY OF POTTER)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 20th day  of  July,
1999, Jack F Turner who executed the foregoing instrument in said
capacity.

                          /s/ Carol E Scott
                              Notary Public       [notary seal]



Co-Tenant Initial:  /s/ DEB /s/ JFT /s/ JAW IV
Co-Tenancy Agreement for Arby's-Montgomery, AL


and
     By:/s/ J.A. Whittenburg IV
            A Trustee

            J.A. Whittenburg IV
           (Type or Print Name)

STATE OF )
                              ) ss
COUNTY OF                             )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify  there appeared before me  this  _______  day  of
________________,  1999, ___________ who executed  the  foregoing
instrument in said capacity.


                                  Notary Public

and
          By:
                  A Trustee


                  (Type or Print Name)

STATE OF                                  )
                              ) ss
COUNTY OF                             )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify  there appeared before me  this  _______  day  of
________________,  1999, ___________ who executed  the  foregoing
instrument in said capacity.


                               Notary Public

and
          By:
                A Trustee


               (Type or Print Name)

STATE OF                                  )
                              ) ss
COUNTY OF                             )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify  there appeared before me  this  _______  day  of
________________,  1999, ___________ who executed  the  foregoing
instrument in said capacity.


                                 Notary Public



Co-Tenant Initial:  /s/ DEB /s/ JFT /s/ JAW IV
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 27th day  of  July,
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/ DEB /s/ JFT /s/ JAW IV
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 Northerly right
     of  way  of Zelda Road, 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  Highway  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.