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

THIS CO-TENANCY AGREEMENT,

Made  and entered into as of the 12th day of September, 2000,  by
and  between  Maricopa Land & Cattle Company,  Inc.  (hereinafter
called  "Maricopa")  and AEI Income & Growth  Fund  XXII  Limited
Partnership (hereinafter called "Fund XXII") (Maricopa, 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 38.0656% interest
in  and  to,  and  Maricopa presently owns an undivided  13.1881%
interest  in and to, and Carl R.Whittington, Trustee of the  Carl
R.  Whittington  Trust dated October 16, 1996 presently  owns  an
undivided 14.8036% interest in and to, 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  D  &  R  Family Limited Partnership 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 Maricopa'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 Maricopa 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



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



  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 Maricopa. As long as  Fund
  XXII  owns  an  interest in the Premises, only  Fund  XXII  may
  obligate  Maricopa  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 Maricopa 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
Maricopa  under this Agreement, and may pay to itself the  amount
of  Maricopa's share of any legitimate expenses of  the  Premises
which  are  not  paid by Maricopa 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
Maricopa'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.

Maricopa  has no requirement to, but has, nonetheless elected  to
retain,  and  agrees to annually reimburse,  Fund  XXII  in   the
amount   of  $502  for   the  expenses,  direct   and   indirect,
incurred
by  Fund   XXII   in    providing   Maricopa    with    quarterly
accounting   and  distributions  of
Maricopa's  share of net income and for tracking,  reporting  and
assessing  the  calculation  of  Maricopa's  share  of  operating
expenses incurred from the Premises. This invoice amount shall be
pro-rated for partial years and Maricopa authorizes Fund XXII  to
deduct  such  amount from Maricopa 's share of revenue  from  the
Premises. Maricopa 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  Maricopa prior to the end of  each  anniversary
hereof, unless agreed in writing to the contrary.

  2.   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.




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




  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, Maricopa shall  be  entitled
  to  receive  13.1881%  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
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/ JW Gieszl
  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 Maricopa:

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

If to Whittington:

Carl R. Whittington, Trustee
1440 Elm Grove Avenue
Akron, OH  44312

If to Kunitake:

George M. and Kay H. Kunitake
Steven T. Kunitake
153 Exeter
San Carlos, CA  94070

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



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






  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.


              REST OF PAGE INTENTIONALLY LEFT BLANK



  Co-Tenant Initial: /s/ JW Gieszl
  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.

Maricopa: Maricopa Land & Title Company, Inc.


          By: /s/ J W Gieszl
                  J.W. Gieszl, President



          WITNESS:

           /s/ Richard Kapzinski

               Richard Kapzinski
                 (Print Name)


State of Arizona)
                                            ) ss.
County of Maricopa)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 23 day  of  August,
2000,   J.W.  Gieszl,  President,  who  executed  the   foregoing
instrument in said capacity.

                              /s/ Teresa L Karfeld
                                   Notary Public




  Co-Tenant Initial: /s/ JW Gieszl
  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  12th  day  of
September,  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/ Linda A Bisdorf
                                   Notary Public


                                   [notary seal]






                            EXHIBIT "A"


                          LEGAL DESCRIPTION




               All of Lot One (1) of Volumnet 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