Amendment to Co-Tenancy Agreement
                  Change in Percentage Interest
                       PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
                  Champps Americana Restaurant
                        Livonia, Michigan


THIS CO-TENANCY AGREEMENT,
Made and entered into as of the 1st day of October, 2001, by  and
between   AEI  Income  &  Growth  Fund  XXI  Limited  Partnership
(hereinafter called "Co-Tenancy Manager"), and Linda L. Landes as
trustee  of the Linda L. Landes Family Trust dated May  15,  1992
(hereinafter  called "Landes"). (Landes, 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,  AEI  Income  &  Growth  Fund  XXI  Limited  Partnership
presently  owns  an undivided 91.7835% interest  in  and  to  and
Landes presently owns an undivided 4.6600% interest in and to and
Elizabeth C. Hsu Living Trust, dated 11/13/89 presently  owns  an
undivided  3.5565% interest in and to the land, situated  in  the
City of Livonia, County of Wayne, and State of Michigan, (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 Landes's interest in the Premises.

NOW  THEREFORE, in consideration of the purchase by Landes 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.    Landes,  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 Landes 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


Co-Tenant Initial: /s/ LLL
Co-Tenancy Agreement for Champps Americana Restaurant, Livonia, MI


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 Landes shall revoke such  authority  as
provided herein, Co-Tenancy Manager or Landes itself may obligate
Landes  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.
Landes  agrees to execute and deliver to Co-Tenancy Manager  such
written  approval of documents approved by Landes, 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 Landes.

As  further  set forth in paragraph 2 hereof, Co-Tenancy  Manager
agrees to require any lessee of the Premises to name Landes 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  Landes under this Agreement, and may pay to itself the amount
of  Landes's  share of any reasonable expenses  of  the  Premises
which  are  not  paid  by  Landes 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 from which to
deduct  Landes'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



Co-Tenant Initial: /s/ LLL
Co-Tenancy Agreement for Champps Americana Restaurant, Livonia, MI



and accounting fees, but excluding all operating expenses paid by
tenant under terms of any lease agreement of the Premises.

Landes  has  no requirement to, but has, nonetheless  elected  to
retain, and agrees to annually compensate, Co-Tenancy Manager  in
the  amount  of  $752  for  the expenses,  direct  and  indirect,
incurred by Co-Tenancy Manager in providing Landes with quarterly
accounting and distributions of Landes's share of net income  and
for tracking, reporting and assessing the calculation of Landes's
share  of  operating  expenses incurred from the  Premises.  This
invoice  amount shall be pro-rated for partial years  and  Landes
authorizes Co-Tenancy Manager to deduct such amount from Landes's
share  of  revenue from the Premises. Landes 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 Landes 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,  Landes shall be entitled to receive 4.6600% 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/ LLL
Co-Tenancy Agreement for Champps Americana Restaurant, Livonia, MI


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 Landes 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 AEI Income & Growth Fund XXI Limited Partnership:

     1300 Minnesota World Trade Center
     30 East Seventh Street
     St. Paul, MN 55101


If to Hsu:

     Elizabeth C. Hsu Living Trust,
     dated 11/13/89
     7224 Old Mill Road
     Bloomfield Township, MI 48301



Co-Tenant Initial: /s/ LLL
Co-Tenancy Agreement for Champps Americana Restaurant, Livonia, MI



If to Landes:

     Linda L. Landes as trustee of the
     Linda L. Landes Family Trust,
     dated May 15, 1992
     5621 Corso Di Napoli
     Long Beach, CA 90802



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. Upon written request from Co-
Tenancy  Manager from time to time at reasonable  intervals,  Co-
Tenant   shall  provide  a  current  Affidavit  of   Trustee   or
Certificate  of  Trustee verifying the name and  address  of  the
current  trustee(s)  empowered  to  transfer  interests  in   the
Premises owned by 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


Co-Tenant Initial: /s/ LLL
Co-Tenancy Agreement for Champps Americana Restaurant, Livonia, MI



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
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.



       THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK





Co-Tenant Initial: /s/ LLL
Co-Tenancy Agreement for Champps Americana Restaurant, Livonia, MI




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


          Linda L. Landes Family Trust dated May 15, 1992


          By: /s/ Linda L Landes Trustee
                  Linda L. Landes as trustee
          Address:  5621 Corso Di Napoli
                    Long Beach, CA 90802


STATE OF WA)
                        ) ss
COUNTY OF SAN JUAN)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify  there  appeared  before  me  this  10th  day  of
September,  2001,  Linda L. Landes as trustee  of  the  Linda  L.
Landes  Family  Trust  dated  May  15,  1992,  who  executed  the
foregoing instrument in said capacity.

                              /s/ David W Gibbs
                                  Notary  Public       [notary seal]



WITNESS 1:                       WITNESS 2:

By: /s/ Gilbert Fisher           By: /s/ Jody B Ramsey

(Print Name & Address below)     (Print Name & Address below)

     Gilbert Fisher                   Jody B Ramsey
     1535 Termino #32                 500-102 Chelsea Court
     Long Beach, CA  90804            Long Beach, CA  90803





Co-Tenant Initial: /s/ LLL
Co-Tenancy Agreement for Champps Americana Restaurant, Livonia, MI



           AEI Income & Growth Fund XXI Limited Partnership by
           AEI Fund Management XXI, Inc.


             By: /s/ Robert P Johnson
                     Robert P. Johnson, its 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 1st day of October,
2001,  Robert  P. Johnson, President of AEI Fund Management  XXI,
Inc.,  the 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.

                                   /s/ Debra A Jochum
[notary seal]                          Notary Public



WITNESS 1:                       WITNESS 2:

By: /s/ Douglas W Degerman       By: /s/ Debra L Achman

(Print Name & Address below)     (Print Name & Address below)

     Douglas W Degerman               Debra L Achman
     30 E 7th Street                  30 E 7th St
     St. Paul, MN  55101              St. Paul, MN  55101



       The name of the party who drafted this document is:
   AEI Fund Management, Inc., 1300 World Trade Center, 30 East
               Seventh Street, St. Paul, MN 55101
                          651-227-7333




Co-Tenant Initial: /s/ LLL
Co-Tenancy Agreement for Champps Americana Restaurant, Livonia, MI





                           EXHIBIT "A"


Unit 3, Pentagon Centre Condominium, according to the Master Deed
recorded in Liber 29370, Page 706 through 7661/2, both inclusive,
as  amended  by  First Amendment to the Master Deed  recorded  in
Liver  29631, Pages 1995 through 2003, both inclusive, as amended
by  Second Amendment to the Master Deed recorded in Liber  29696,
Pages  571  through  577, both inclusive,  as  amended  by  Third
Amendment  to the Master Deed recorded in Liber 29805, Pages  766
through  767, both inclusive, and as amended by Fourth  Amendment
to  the  Master Deed recorded in Liber 31338, Pages 1 through  4,
both  inclusive,  Wayne County Records, and designated  as  Wayne
County Condominium Subdivision Plan No. 437, together with rights
in  general common elements and limited common elements,  as  set
forth in the above Master Deed and as described in Act 229 of the
Public  Acts of 1963, and Act 59 of the Public Acts of  1978,  as
amended.



19470 Haggerty


Tax I.D. No. 46-023-01-0003-000