PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
                 (Children's World - DePere, WI)

THIS CO-TENANCY AGREEMENT,

Made and entered into as of the 29 day of February, 2000, by  and
between  D  &  R  Family Limited Partnership,  a  Nevada  Limited
Partnership dated 12/24/92  (hereinafter called "D & R") and  AEI
Income & Growth Fund XXII Limited Partnership (hereinafter called
"Fund  XXII")  ("D & R", Fund XXII (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 82.7896% interest
in  and  to,  and  D  &  R presently owns an  undivided  17.2104%
interest  in  and  to the land situated in the  City  of  DePere,
County  of Brown and State of WI, (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 D & R's interest  by
Fund  XXII;  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 D & R  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 XXII, or its designated agent, successors  or
assigns.  Provided, however, if Fund XXII shall sell all  of  its
interest in the Premises, the duties and obligations of Fund XXII
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  XXII  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. The
parties  hereto  hereby designate Fund XXII  as  their  sole  and
exclusive  agent  to deal with, and Fund XXII  retains  the  sole
right  to deal with, any property agent or tenant and to 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  D & R. As long as Fund XXII owns an interest  in  the
Premises, only Fund XXII may obligate D & R with respect  to  any
expense for the Premises.



Co-Tenant Initial: /s/ RD
Co-Tenancy Agreement for Children's World, DePere, WI




As  further set forth in paragraph 2 hereof, Fund XXII agrees  to
require any lessee of the Premises to name D & R as an insured or
additional  insured in all insurance policies  provided  for,  or
contemplated by, any lease on the Premises. Fund XXII  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, Fund XXII 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 XXII may  offset
against, pay to itself and deduct from any payment due to D  &  R
under this Agreement, and may pay to itself the amount of D & R's
share  of any legitimate expenses of the Premises which  are  not
paid  by D & R to Fund XXII or its assigns, within ten (10)  days
after  demand  by  Fund XXII. In the event there is  insufficient
operating  income from which to deduct D & R's  unpaid  share  of
operating  expenses,  Fund  XXII 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.

D  &  R  has  no requirement to, but has, nonetheless elected  to
retain, and agrees to annually reimburse, Fund XXII in the amount
of  $639 for the expenses, direct and indirect, incurred by  Fund
XXII   in   providing  D  &  R  with  quarterly  accounting   and
distributions  of D & R 's share of net income and for  tracking,
reporting  and  assessing the calculation of D & R  's  share  of
operating  expenses  incurred from  the  Premises.  This  invoice
amount  shall be pro-rated for partial years and D & R authorizes
Fund  XXII  to deduct such amount from D & R 's share of  revenue
from  the  Premises. D & R 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 XXII pursuant to Section 1 hereof.
Fund  XXII may terminate its obligation under this paragraph upon
30  days  notice  to D & R 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 XXII'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 XXII 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, D & R shall be
       entitled to receive 17.2104% of all items of income and expense
       generated by the Premises.  Upon receipt of said accounting, if
       the payments received by each Co-Tenant



Co-Tenant Initial: /s/ RD
Co-Tenancy Agreement for Children's World, DePere, WI



  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  XXII,  shall,
within  fifteen (15) business days after receipt of notice,  make
payment to Fund XXII 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.

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  property management 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
July  14,  2029  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.

8.    Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be deemed
given  or  served  in  accordance with  the  provisions  of  this
Agreement, if said notice or elections addressed as follows;



Co-Tenant Initial: /s/ RD
Co-Tenancy Agreement for Children's World, DePere, WI





If to Fund XXII:

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


If to D & R:

Robert DeKlotz, Partner
D & R Family Limited Partnership
1760 E. North Hills Drive
LaHabra, CA  90631

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.


Co-Tenant Initial: /s/ RD
Co-Tenancy Agreement for Children's World, DePere, WI


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


D & R:    D & R Family Limited Partnership, a Nevada Limited
          Partnership dated 12/24/92

          By: PTL Funding, Inc., its general partner


          By:/s/ Robert DeKlotz Pres
                 Robert DeKlotz, President



          WITNESS:

           /s/ Jimmy Sepulvedd

               Jimmy Sepulvedd
               (Print Name)


State of CALIF)
                                            ) ss.
County of Orange)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 28 day of February,
2000,  Robert  DeKlotz, who executed the foregoing instrument  in
said capacity.

                              /s/ Cathy Guarnacci
                                   Notary Public



 [notary seal]




Co-Tenant Initial: /s/ RD
Co-Tenancy Agreement for Children's World, DePere, WI


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/ Jill Rayburn

              Jill Rayburn
              (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  29th  day  of
February,  2000,  Robert  P.  Johnson,  President  of  AEI   Fund
Management  XXI Inc., corporate general partner of AEI  Income  &
Growth  Fund XXII 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/ RD
Co-Tenancy Agreement for Children's World, DePere, WI









                       EXHIBIT "A"


                    LEGAL DESCRIPTION



All  of Lot One (1) of Volume 34 Certified Survey Maps, Page 125,
Brown County Records, and is located in part of Government Lots 1
and  2, Section Thirty-five (35) and part of Government Lot 1 and
part  of  the  Southeast One-quarter of the Northeast One-quarter
(SE  1/4 -NE 1/4), Section Thirty-four (34), all being in Township
Twenty-three (23) North, Range Twenty (20) East, in the  Town  of
Ledgeview, Brown County, Wisconsin.

And

Part of Lot One (1) of Volume 30 Certified Survey Maps, Page  71,
Brown  County  Records, being part of Government Lots  1  and  2,
Section Thirty-five (35), Township Twenty-three (23) North, Range
Twenty  (20)  East,  in  the  Town of  Ledgeview,  Brown  County,
Wisconsin, more fully described as follows:

Commencing  at the West 1/4 corner, Section 35, T23N, R20E;  thence
N01  36'  23"  West,  1763.33 feet along the West  line  of  said
Section  35,  to  the South right-of-way of Heritage  Road,  also
known  as  C.T.H. "X"; thence N 89 02' 44" East 82.54 feet  along
said right-of-way to the point of beginning; thence N 89 02'  44"
East,  53.61  feet  along said right-of-way; thence  167.98  feet
along  said right-of-way, being the arc of a 1095.92 foot  radius
curve  to  the  right, whose long chord bears S86 33'  48"  East,
167.82  feet; thence S1 36' 23" East 539.93 feet along  the  East
line  of  Lot 1, Volume 30 Certified Survey Maps, Page 71,  Brown
County  Records, to the North right-of-way of Swan  Road;  thence
S88 33' 16" West, 220.77 feet along said right-of-way; thence N 1
36' 23" West, 554.67 feet along the East line of Lot 1, Volume 34
Certified  Survey Maps, Page 125, Brown County  Records,  to  the
point of beginning.


Tax  Parcel  No. D-50-1 and D-84-1        Arcadian  Lane/Heritage
Road
                                   DePere, WI 54115