PURCHASE AGREEMENT
                         6040 Lima Road
                       Fort Wayne, Indiana

This  AGREEMENT,  entered into effective as of  the  11  of  May,
2006.

l.    PARTIES.  Seller is AEI INCOME & GROWTH FUND  XXII  LIMITED
PARTNERSHIP,  which owns an undivided 100% interest  in  the  fee
simple  title to that certain real property legally described  in
the  attached Exhibit "A" (the "Property"). Buyer is  TUMBLEWEED,
INC.  Seller wishes to sell and Buyer wishes to buy the Property.

2.    PROPERTY.  The  Property  to  be  sold  to  Buyer  in  this
transaction  consists  of  an  undivided  100%  interest  in  the
Property.    Seller  owns  no  interest  in  any  personalty   in
connection with the Property.

3.   PURCHASE PRICE. The purchase price for this 100% interest in
the  Property is $1,200,000, payable as set forth in paragraph  4
below.

4.    TERMS. The purchase price for the Property will be paid  by
Buyer as follows:

(A).  When  this agreement is executed, Buyer will  pay  $100,000
cash to Seller (which shall be deposited into escrow according to
the  terms hereof) (the "First Payment"). The First Payment  will
be  credited against the purchase price when and if escrow closes
and the sale is completed.

(B). Buyer will deposit the balance of the purchase price in  the
following  manner,  $936,000 cash, and  a  Promissory  Note  from
Tumbleweed,  Inc.  (and NOT any assignee of Buyer's  interest  in
this  Agreement) in the amount of $164,000, payable according  to
the  terms  of the Promissory Note attached hereto as  Exhibit  B
(the  Second  Payment") into escrow in sufficient time  to  allow
escrow to close on the closing date.

5.   CLOSING DATE. Escrow shall close on or before May 11,  2006.

6.    DUE  DILIGENCE. Buyer will have 45 days from the  Effective
Date  of this Agreement (the "Review Period") to conduct  all  of
its  inspections  and due diligence and satisfy itself  regarding
the  Property and this transaction. Buyer agrees to indemnify and
hold  Seller  harmless for any loss or damage to the Property  or
persons  caused  by  Buyer  or its agents  arising  out  of  such
physical  inspections of the Property.  Within ten  days  of  the
Effective Date of this Agreement, Seller shall provide (except as
explained below, in Item A):

A.    One  copy  of a title insurance commitment for  an  Owner's
Title insurance policy (see paragraph 8 below), to be ordered  by
Buyer  at  Buyer's expense immediately upon both  parties  hereto
having  executed this agreement, with a copy of  the  same  being
delivered  to  Seller as soon as the third party title  insurance
company provides it to Buyer.

B.    A copy of a Certificate of Occupancy or other such document
certifying  completion  and  granting permission  to  permanently
occupy  the  improvements  on the Property  as  are  in  Seller's
possession.

C.    A  copy  of an "as built" survey of the Property  completed
concurrent   with  Seller's  acquisition  of  the  Property,   if
available in Seller's possession.

D.    A copy of any Phase I Environmental Report on the Property,
if available in Seller's possession.


Buyer  may  cancel  this agreement for ANY  REASON  in  its  sole
discretion  by  delivering a cancellation notice, return  receipt
requested,  to Seller and escrow holder before the expiration  of
the  Review  Period. Such notice shall be deemed  effective  only
upon receipt by Seller. If this Agreement is not cancelled as set
forth  above,  the  First Payment shall be non-refundable  unless
Seller shall default hereunder.

Notwithstanding anything in this Agreement to the  contrary,  the
Buyer's obligations under this Agreement shall be conditioned  on
the  full  and  complete performance by Tony  &  Stan,  LLC  (the
"Assignee")  under  that certain Purchase Agreement  dated  April
___,  2006  (the  "Other Purchase Agreement") by  and  among  the
Assignee as buyer and Buyer as seller, by which the Buyer  agrees
to  sell  the  Property  to  the Assignee  immediately  upon  the
consummation  of  the transactions set forth in  this  Agreement.
Seller  agrees  to consent to the assignment of Buyer's  purchase
rights hereunder to the Assignee simultaneously with closing, and
to  deed  the  property  directly to  such  Assignee  at  Buyer's
direction.    If  at  any time prior to closing,  Buyer  notifies
Seller  that the Assignee is unable to perform any of  Assignee's
obligations  under  the  Other  Purchase  Agreement,   (i)   this
Agreement shall be cancelled and of no further force and  effect,
(ii)  the Seller shall return immediately the First Payment,  and
(iii)  neither Buyer nor Seller shall have any further  liability
or obligation under this Agreement.

If  Buyer cancels this Agreement as permitted under this Section,
except for any escrow cancellation fees and any liabilities under
the  first  paragraph of section 6 of this Agreement (which  will
survive),  Seller  (after execution of such documents  reasonably
requested  by  Seller to evidence the termination  hereof)  shall
return  to Buyer its First Payment and Buyer will have absolutely
no  rights, claims or interest of any type in connection with the
Property  or this transaction, regardless of any alleged  conduct
by Seller or anyone else.

Unless this Agreement is canceled by Buyer pursuant to the  terms
hereof, if Buyer fails to make the Second Payment Seller shall be
entitled  to retain the First Payment and Buyer irrevocably  will
be deemed to be in default under this Agreement. Seller then may,
at  its  option,  retain  the  First  Payment  and  declare  this
Agreement  null and void, in which event Buyer will be deemed  to
have canceled this Agreement and relinquish all rights in and  to
the Property, or Seller may exercise its rights under Section  14
hereof.  If this Agreement is not canceled and the First  Payment
and  the  Second  Payment is made when required, all  of  Buyer's
conditions and contingencies will be deemed satisfied.

7.    ESCROW. Escrow shall be opened by Seller and the funds will
be  deposited in escrow upon acceptance of this Agreement by both
parties. The escrow holder will be a nationally-recognized escrow
company  selected  by Seller. A copy of this  Agreement  will  be
delivered  to  the  escrow  holder  and  will  serve  as   escrow
instructions   together   with  the  escrow   holder's   standard
instructions  and  any additional instructions  required  by  the
escrow  holder to clarify its rights and duties (and the  parties
agree  to  sign these additional instructions). If there  is  any
conflict  between  these other instructions and  this  Agreement,
this Agreement will control.

8.    TITLE.  Closing will be conditioned on the agreement  of  a
national  title  company  to issue an  Owner's  policy  of  title
insurance, dated as of the close of escrow, in an amount equal to
the  purchase price, insuring that Buyer will own insurable title
to  the  Property  subject only to: the title company's  standard
exceptions;  current real property taxes and assessments;  survey
exceptions; the rights of parties in possession pursuant  to  the
lease  defined  in  paragraph 11 below;  all  matters  of  public
record;  and  other  items disclosed to Buyer during  the  Review
Period.

Buyer  shall be allowed five (5) business days after  receipt  of
said  commitment for examination and the making of any objections
to  marketability thereto, said objections to be made in  writing
or  deemed waived. If any objections are so made, Seller shall be
allowed  sixty  (60) days to cure such objections and  make  such
title  marketable or, in the alternative, to obtain a  commitment
for  insurable title insuring over Buyer's objections. If  Seller
shall  decide to make no efforts to make title marketable, or  is
unable to make title marketable or obtain insurable title, (after
execution  by  Buyer  of such documents reasonably  requested  by
Seller  to evidence the termination hereof) Buyer's First Payment
will be returned and this Agreement shall be null and void and of
no  further force and effect. Seller has no obligation  to  spend
any  funds  or make any effort to satisfy Buyer's objections,  if
any.

Pending   satisfaction  of  Buyer's  objections,   the   payments
hereunder  required shall be postponed, but upon satisfaction  of
Buyer's objections and within ten (10) days after written  notice
to  the  Buyer of satisfaction of Buyer's objections, the parties
shall perform this Agreement according to its terms.

9.    CLOSING  COSTS.  If Buyer shall decide  to  purchase  title
insurance,  then Buyer will pay the cost of obtaining a  Standard
Owners  Title Insurance Policy in the full amount of the purchase
price.  Buyer  will pay all recording fees, transfer  taxes,  and
clerk's  fees imposed upon the recording of the deed, the  escrow
fees,  the cost of the title commitment and the cost of an update
to the Survey in Seller's possession (if an update is required by
Buyer.)   Seller will pay 3% of the sale price at  closing  as  a
brokerage  commission to Houston Jones. Each party will  pay  its
own  attorney's  fees  and  costs  to  document  and  close  this
transaction.

10.  REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

(A).       Because  the Property is subject to a  net  lease  (as
further set forth in paragraph 11(A)(1)), the parties acknowledge
that  there  shall  be no need for a real estate  tax  proration.
Unpaid  real  estate taxes and unpaid levied and pending  special
assessments  existing  on  the  date  of  Closing  shall  be  the
responsibility  of  Buyer, pro-rated, however,  to  the  date  of
closing  for  the  period prior to closing, which  shall  be  the
responsibility of Lessee and not Seller.  Buyer or Assignee shall
likewise pay all taxes due and payable in the year after  Closing
and  any  unpaid  installments  of  special  assessments  payable
therewith  and  thereafter,  if such unpaid  levied  and  pending
special  assessments and real estate taxes are not  paid  by  any
Lessee of the Property

(B). All income and all operating expenses from the Property,  if
any,  shall be prorated between the parties and adjusted by  them
as of the date of Closing. Seller shall be entitled to all income
earned  prior to the date of Closing. Buyer or Assignee shall  be
entitled to all income earned on or after the date of closing and
shall  be  responsible for all operating expenses of the Property
incurred on and after the date of closing.

11.  SELLER'S REPRESENTATION AND AGREEMENTS.

(A). Seller represents and warrants as of this date that:

1.    Except for the Lease Agreement in existence between  Seller
(as Lessor) and Buyer ("Lessee"), dated November 25, 1998, Seller
is  not aware of any leases of the Property. If the Buyer desires
to terminate the Lease, Buyer may do so only after closing of the
transaction contemplated herein; in the event Buyer shall  assign
its interest herein as set forth below in paragraph 11(A)2, Buyer
shall  make  separate  arrangements with  the  Assignee  to  such
effect.

2.    Seller  agrees  to  consent to the  assignment  of  Buyer's
purchase  rights  hereunder to the Assignee  simultaneously  with
closing,  and to deed the property directly to such  Assignee  at
Buyer's direction.

3.    It  is  not aware of any pending litigation or condemnation
proceedings  against  the Property or Seller's  interest  in  the
Property.

4.    Seller  is  not aware of any contracts Seller has  executed
that would be binding on Seller after the closing date.

(B).  Provided that Buyer performs its obligations  as  required,
Seller agrees that it will not enter into any new contracts  that
would  materially  affect the Property and be binding  on  Seller
after the Closing Date without Buyer's prior consent, which  will
not be unreasonably withheld.

12.  DISCLOSURES.

(A).  Seller  has  not  received  any  notice  of  any  material,
physical,  or  mechanical  defects  of  the  Property,  including
without limitation, the plumbing, heating, air conditioning,  and
ventilating, electrical system. To the best of Seller's knowledge
without  inquiry, all such items are in good operating  condition
and  repair  and in compliance with all applicable  governmental,
zoning,   and   land  use  laws,  ordinances,   regulations   and
requirements. If Seller shall receive any notice to the  contrary
prior to Closing, Seller will inform Buyer prior to Closing.

(B).  Seller  has  not  received any  notice  that  the  use  and
operation  of  the  Property  is  not  in  full  compliance  with
applicable  building codes, safety, fire, zoning,  and  land  use
laws,  and  other  applicable  local,  state  and  federal  laws,
ordinances, regulations and requirements. If Seller shall receive
any  such notice prior to Closing, Seller will inform Buyer prior
to Closing.

(C).  Seller knows of no facts, nor has Seller failed to disclose
to Buyer any fact known to Seller, which would prevent the Lessee
from  using and operating the Property after the Closing  in  the
manner in which the Property has been used and operated prior  to
the date of this Agreement. If Seller shall receive any notice to
the contrary prior to Closing, Seller will inform Buyer prior  to
Closing.

(D).  Seller has not received any notice that the Property is  in
violation  of  any  federal, state or local  law,  ordinance,  or
regulations  relating to industrial hygiene or the  environmental
conditions on, under, or about the Property, including,  but  not
limited  to,  soil, and groundwater conditions. To  the  best  of
Seller's  knowledge, there is no proceeding  or  inquiry  by  any
governmental authority with respect to the presence of  Hazardous
Materials on the Property or the migration of Hazardous Materials
from or to other property. If Seller shall receive any notice  to
the contrary prior to Closing, Seller will inform Buyer prior  to
Closing.

(E). BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY IN ITS
PRESENT  CONDITION,  "AS  IS,    WHERE IS",  AND  SELLER  HAS  NO
OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS THEREON OR TO
PERFORM ANY OTHER ACT REGARDING THE PROPERTY, EXCEPT AS EXPRESSLY
PROVIDED HEREIN.

(F).  BUYER  ACKNOWLEDGES THAT, HAVING BEEN GIVEN THE OPPORTUNITY
TO INSPECT THE PROPERTY AND SUCH FINANCIAL INFORMATION CONCERNING
THE  LESSEE  AND  ANY GUARANTORS OF THE LEASE  AS  BUYER  OR  ITS
ADVISORS  SHALL  REQUEST  AND AS MAY BE IN  SELLER'S  POSSESSION,
BUYER  IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE PROPERTY
AND  NOT ON ANY REPRESENTATIONS OR INFORMATION PROVIDED BY SELLER
OR  TO  BE PROVIDED BY SELLER, EXCEPT AS SET FORTH HEREIN.  BUYER
FURTHER  ACKNOWLEDGES THAT THE INFORMATION  PROVIDED,  OR  TO  BE
PROVIDED,  BY  SELLER WITH RESPECT TO THE PROPERTY, THE  PROPERTY
AND  TO THE LESSEE AND ANY GUARANTORS OF LEASE, WAS OBTAINED FROM
A  VARIETY  OF  SOURCES AND SELLER HAS NOT (A)  MADE  INDEPENDENT
INVESTIGATION OR VERIFICATION OF SUCH INFORMATION, AND (B)  MAKES
NO  REPRESENTATIONS  AS TO THE ACCURACY OR COMPLETENESS  OF  SUCH
INFORMATION, EXCEPT AS HEREIN SET FORTH. THE SALE OF THE PROPERTY
AS PROVIDED FOR HEREIN IS MADE ON AN "AS IS - WHERE IS" BASIS AND
BUYER  EXPRESSLY  ACKNOWLEDGES  THAT,  IN  CONSIDERATION  OF  THE
AGREEMENTS OF SELLER HEREIN, EXCEPT AS OTHERWISE SPECIFIED HEREIN
IN  PARAGRAPH 11(A) AND (B) ABOVE AND THIS PARAGRAPH  12,  SELLER
MAKES  NO  WARRANTY  OR REPRESENTATION, EXPRESS  OR  IMPLIED,  OR
ARISING  BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED TO,  ANY
WARRANTY  OF  CONDITION,  HABITABILITY,  SUITABILITY  FOR  LEASE,
SUITABILITY FOR COMMERCIAL PURPOSES, MERCHANTABILITY, OR  FITNESS
FOR  A  PARTICULAR  PURPOSE, IN RESPECT OF THE  PROPERTY.  SELLER
MAKES NO REPRESENTATIONS OF ANY SORT THAT OWNERSHIP OF THE ENTIRE
PROPERTY WILL RESULT IN A PROFIT TO ANY BUYER.

(G)   BUYER  ACKNOWLEDGES THAT SELLER CANNOT, AND DOES NOT,  MAKE
ANY REPRESENTATION AS TO (A) THE SUCCESS, OR LACK THEREOF, OF THE
ENTIRE  PROPERTY, (B) THE LESSEE AND ANY GUARANTORS OF THE  LEASE
OR  THEIR ABILITY TO FULFILL THEIR LEASE OBLIGATIONS, OR (C)  THE
APPROPRIATENESS OF PURCHASING THE ENTIRE PROPERTY FOR THE BUYER'S
INDIVIDUAL  TAX  OR  FINANCIAL  SITUATION  OR  TAX  OR  FINANCIAL
OBJECTIVES.  BUYER ACKNOWLEDGES THAT HE OR SHE IS RELYING  SOLELY
UPON  HIS OR HER OWN EXAMINATION OF THE ENTIRE PROPERTY  AND  ALL
FACTS  SURROUNDING THE PURCHASE OF THE ENTIRE PROPERTY  INCLUDING
THE MERITS AND RISKS INVOLVED THEREIN.

The provisions (D) - (G) above shall survive Closing.

13.  CLOSING.

(A). Before the closing date, Seller will deposit into escrow  an
executed  special warranty deed warranting title  against  lawful
claims  by, through, or under a conveyance from Seller,  but  not
further  or otherwise, conveying insurable title of the  Property
to  Buyer,  or the Assignee as Buyer may direct, subject  to  the
exceptions contained in paragraph 8 above.

(B).  On  or  before  the closing date, Buyer will  deposit  into
escrow  the  balance  of the Purchase Price when  required  under
Section  4,  including  the  executed  Promissory  Note  and  any
additional funds required of Buyer (pursuant to this agreement or
any  other  agreement executed by Buyer) to  close  escrow.  Both
parties  will  deliver to the escrow holder any  other  documents
reasonably required by the escrow holder to close escrow.

(C). On the closing date, if escrow is ready to close, the escrow
holder  will:  record  the deed in the official  records  of  the
county where the Property is located; cause the title company  to
commit  to issue the title policy; immediately deliver to  Seller
the  portion  of  the  purchase price deposited  into  escrow  by
cashier's check or wire transfer (less debits and prorations,  if
any)  and  the  executed  Promissory Note  of  Tumbleweed,  Inc.;
deliver  to  Seller and Buyer a signed counterpart of the  escrow
holder's certified closing statement; and, take all other actions
necessary to close escrow.

14.   DEFAULTS. If Buyer defaults, Buyer will forfeit all  rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer. In addition, Seller shall retain all remedies available to
Seller at law or in equity.  Provided, however, that in no  event
shall Buyer be liable for any actual, punitive, consequential  or
speculative  damages  arising  out  of  any  default   by   Buyer
hereunder.

If  Seller shall default, Seller shall immediately pay the  First
Payment  to Buyer, and Buyer shall retain all remedies  available
to  Buyer  at law or in equity.  Provided, however,  that  in  no
event   shall   Seller  be  liable  for  any  actual,   punitive,
consequential or speculative damages arising out of  any  default
by Seller hereunder.

15.  BUYER'S REPRESENTATIONS AND WARRANTIES.

(A). Buyer represents and warrants to Seller as follows:

(1).  In  addition  to  the  acts and deeds  recited  herein  and
contemplated to be performed, executed, and delivered  by  Buyer,
Buyer  shall  perform,  execute  and  deliver  or  cause  to   be
performed,  executed, and delivered at the Closing or  after  the
Closing, any and all further acts, deeds and assurances as Seller
or  the  Title Company may require and be reasonable in order  to
consummate the transactions contemplated herein.

(2).  Buyer  has all requisite power and authority to  consummate
the  transaction contemplated by this Agreement and has by proper
proceedings  duly authorized the execution and delivery  of  this
Agreement  and  the consummation of the transaction  contemplated
hereby.

(3). To Buyer's knowledge, neither the execution and delivery  of
this   Agreement   nor  the  consummation  of   the   transaction
contemplated hereby will violate or be in conflict with  (a)  any
applicable provisions of law, (b) any order of any court or other
agency  of  government having jurisdiction  hereof,  or  (c)  any
agreement  or instrument to which Buyer is a party  or  by  which
Buyer is bound.

16.  DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

(A).  If,  prior to closing, the Property or any part thereof  be
destroyed or further damaged by fire, the elements, or any cause,
due  to events occurring subsequent to the date of this Agreement
to  the  extent that the cost of repair exceeds $10,000.00,  this
Agreement   shall  become  null  and  void,  at  Buyer's   option
exercised, if at all, by written notice to Seller within ten (10)
days  after Buyer has received written notice from Seller of said
destruction or damage, and Seller shall pay the First Payment  to
Buyer.  Seller, however, shall have the right to adjust or settle
any  insured  loss  until  (i)  all contingencies  set  forth  in
Paragraph 6 hereof have been satisfied, or waived; and  (ii)  any
ten-day  period provided for above in this Subparagraph  16a  for
Buyer  to elect to terminate this Agreement has expired or  Buyer
has,  by  written  notice  to Seller,  waived  Buyer's  right  to
terminate  this  Agreement. If Buyer elects  to  proceed  and  to
consummate the purchase despite said damage or destruction, there
shall be no reduction in or abatement of the purchase price,  and
Seller  shall  assign  to Buyer the Seller's  right,  title,  and
interest  in and to all insurance proceeds (pro-rata in  relation
to the Property) resulting from said damage or destruction to the
extent  that the same are payable with respect to damage  to  the
Property, subject to rights of any Lessee of the Property.

If  the  cost of repair is less than $10,000.00, Buyer  shall  be
obligated to otherwise perform hereinunder with no adjustment  to
the  Purchase  Price, reduction or abatement,  and  Seller  shall
assign Seller's right, title and interest in and to all insurance
proceeds pro-rata in relation to the Property, subject to  rights
of any Lessee of the Property.

(B). If, prior to closing, the Property, or any part thereof,  is
taken  by  eminent domain, this Agreement shall become  null  and
void  at Buyer's option. If Buyer elects to proceed to consummate
the purchase despite said taking, there shall be no reduction in,
or  abatement of, the purchase price, and Seller shall assign  to
Buyer the Seller's right, title, and interest in and to any award
made,  or to be made, in the condemnation proceeding pro-rata  in
relation to the Property, subject to rights of any Lessee of  the
Property.

In  the  event  that  this Agreement is terminated  by  Buyer  as
provided  above  in  Subparagraph 16A or 16B, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof.)

17.  1031 EXCHANGE. - Not Applicable


18.  CANCELLATION

If  any  party  elects to cancel this Agreement  because  of  any
breach  by another party or because escrow fails to close by  the
agreed date, the party electing to cancel shall deliver to escrow
agent a notice containing the address of the party in breach  and
stating that this Agreement shall be cancelled unless the  breach
is  cured within 13 days following the delivery of the notice  to
the escrow agent. Within three days after receipt of such notice,
the escrow agent shall send it by United States Mail to the party
in  breach at the address contained in the Notice and no  further
notice  shall be required. If the breach is not cured within  the
13 days following the delivery of the notice to the escrow agent,
this Agreement shall be cancelled.

19.  MISCELLANEOUS.

(A).  This  Agreement  may be amended only by  written  agreement
signed  by  both  Seller and Buyer and all  waivers  must  be  in
writing  and signed by the waiving party. Time is of the essence.
This  Agreement  will not be construed for  or  against  a  party
whether or not that party has drafted this Agreement. If there is
any  action  or proceeding between the parties relating  to  this
Agreement  the  prevailing  party will  be  entitled  to  recover
attorney's  fees  and  costs.  This is  an  integrated  agreement
containing  all agreements of the parties about the Property  and
the   other  matters  described  and  it  supersedes  any   other
agreements or understandings. Exhibits attached to this Agreement
are incorporated into this Agreement.

(B). If this escrow has not closed by the Closing Date through no
fault  of Seller, Seller may, at its election, extend the closing
date  or  exercise any remedy available to it by  law,  including
terminating this Agreement.

(C).  Funds  to be deposited or paid by Buyer must  be  good  and
clear  funds  in  the  form  of cash, cashier's  checks  or  wire
transfers.

(D).  All notices from either of the parties hereto to the  other
shall  be  in writing and shall be considered to have  been  duly
given  or  served if sent by first class certified  mail,  return
receipt requested, postage prepaid, or by a nationally recognized
courier  service guaranteeing overnight delivery to the party  at
his  or its address set forth below, or to such other address  as
such party may hereafter designate by written notice to the other
party.

If to Seller:

               AEI Income & Growth Fund XXII Limited Partnership
               Attention:  Robert Johnson
               30 East Seventh Street, #1300
               St. Paul, MN 55101



If to Buyer:

               Attention: Glennon F. Mattingly
               Tumbleweed, Inc.
               2301 River Road, Suite 200
               Louisville, KY   40206




When  accepted, this offer will be a binding agreement for  valid
and  sufficient consideration which will bind and benefit  Buyer,
Seller  and  their  respective successors and assigns.  Buyer  is
submitting  this  offer  by signing a  copy  of  this  offer  and
delivering it to Seller. Seller has five (5) business  days  from
receipt within which to accept this offer.

This   Agreement  shall  be  governed  by,  and  interpreted   in
accordance with, the laws of the State of Indiana.

IN  WITNESS  WHEREOF,  the Seller and Buyer  have  executed  this
Agreement effective as of the day and year above first written.



BUYER:

TUMBLEWEED, INC.

By: /s/ Glennon F Mattingly
        Glennon F. Mattingly, Vice President and
          Chief Financial Officer

SELLER:

AEI INCOME & GROWTH FUND XXII LIMITED PARTNERSHIP, a Minnesota
limited partnership
By:  AEI Fund Management XXI, Inc., a Minnesota corporation


By: /s/ Robert P Johnson
        Robert P. Johnson, its President