PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
                Children's World Learning Center
                            DePere, WI

THIS CO-TENANCY AGREEMENT,

Made  and  entered into as of the 28th day of December, 2001,  by
and  between  The  Gausewitz Family Limited  Partnership  Limited
Partnership   Also   Known  As  The  Gausewitz   Family   Limited
Partnership  (hereinafter called "Gausewitz") and  AEI  Income  &
Growth  Fund  XXII Limited Partnership (hereinafter called  "Fund
XXII")  (Gausewitz, 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 7.3845%  interest
in and to, and The Gausewitz presently owns an undivided 16.5510%
interest  in  and to, Dwight W. Peterson and Linda  R.  Peterson,
married  as  joint  tenants, presently own an undivided  14.1301%
interest  in  and to, and Maricopa Land & Cattle  Company,  Inc.,
J.W.  Gieszl,  President, presently owns  an  undivided  13.1881%
interest  in and to, and Carl R.Whittington, trustee of the  Carl
R.  Whittington  Trust dated October 6, 1996  presently  owns  an
undivided 14.8036% interest in and to, and George M. Kunitake and
Kay H. Kunitake, husband and wife as joint tenants and Steven  T.
Kunitake, a married man as his sole and separate property, all as
joint  tenants, presently own an undivided 16.7323%  interest  in
and  to,  and  the  D  & R Family Limited Partnership,  a  Nevada
Limited  Partnership dated 12/24/92  presently owns an  undivided
17.2104%  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 Gausewitz'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 Gausewitz  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



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


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 Gausewitz. As long as Fund XXII owns an interest in the
Premises,  only Fund XXII may obligate Gausewitz with respect  to
any expense for the Premises.

As  further set forth in paragraph 2 hereof, Fund XXII agrees  to
require  any  lessee  of the Premises to  name  Gausewitz  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
Gausewitz under this Agreement, and may pay to itself the  amount
of  Gausewitz's share of any legitimate expenses of the  Premises
which  are  not  paid by Gausewitz 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
Gausewitz'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.

Gausewitz has no requirement to, but has, nonetheless elected  to
retain, and agrees to annually reimburse, Fund XXII in the amount
of  $615 for the expenses, direct and indirect, incurred by  Fund
XXII   in   providing   Gausewitz   with   quarterly   accounting
and   distributions  of Gausewitz's share of net income  and  for
tracking,  reporting and assessing the calculation of Gausewitz's
share  of  operating  expenses incurred from the  Premises.  This
invoice amount shall be pro-rated for partial years and Gausewitz
authorizes Fund XXII to deduct such amount from Gausewitz's share
of  revenue  from  the  Premises. Gausewitz  may  terminate  this
agreement   in   this   paragraph   respecting   accounting   and


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



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  Gausewitz
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, Gausewitz shall
be  entitled  to  receive 16.5510% 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  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 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 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



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



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:


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 Gausewitz:

The Gausewitz Family Limited Partnership Limited Partnership
Also Known As The Gausewitz Family Limited Partnership
Mary H. Gausewitz, Trustee, its General Partner
2483 Westbrook Avenue SE
Magnolia, Ohio 44643

If to Peterson:

Dwight W. Peterson and
Linda R. Peterson, married as joint tenants
1344 Wildhorse Point
Saratoga Springs, UT 84023

If to Maricopa:

Maricopa Land & Cattle Company, Inc.
J.W. Gieszl, President
5724 E. Exeter Boulevard
Phoenix, AZ  85018

If to Whittington:

Carl R. Whittington, trustee of the
Carl R. Whittington Trust dated October 6, 1996
7060 Lakeside Point Drive
Belmont, NC 28012


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



If to Kunitake:

George M. and Kay H. Kunitake, husband and wife as joint tenants,
and Steven T. Kunitake, a married man as his sole and separate
property, all as joint tenants
153 Exeter
San Carlos, CA  94070

If to D & R:

D  &  R  Family Limited Partnership, a Nevada Limited Partnership
dated 12/24/92
Robert DeKlotz, Partner
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/ MG
Co-Tenancy Agreement for Children's World Learning Center, 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.


     The Gausewitz Family Limited Partnership Limited Partnership
     Also Known As The Gausewitz Family Limited Partnership


     By: /s/ Mary H Gausewitz General Partner
             Mary H. Gausewitz, Trustee, its General Partner



          WITNESS:

         /s/ Carl Gausewitz

             Carl Gausewitz
              (Print Name)


State of OHIO)
                  ) ss.
County of STARK)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify  there  appeared  before  me  this  21st  day  of
December,  2001, Mary H. Gausewitz, Trustee, its General  Partner
of  The  Gausewitz Family Limited Partnership Limited Partnership
Also  Known  As  The  Gausewitz Family  Limited  Partnership  who
executed the foregoing instrument in said capacity.

                              /s/ Helen Thomas Gortney
                                   Notary Public
                  /s/ My Commission Expires 07-15-04


Co-Tenant Initial: /s/ MG
Co-Tenancy Agreement for Children's World Learning Center, 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/ Kim Barkley

              Kim Barkley
              (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  28th  day  of
December,  2001,  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/ Debra A Jochum
                                   Notary Public


[notary seal]




Co-Tenant Initial: /s/ MG
Co-Tenancy Agreement for Children's World Learning Center, 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
          N89 02'44" East, 82.54 feet along said right-of-way  to
          the  point  of beginning; thence N89 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
                                             De Pere, WI  54115