PURCHASE AGREEMENT
                  Taco Cabana, San Antonio, TX

This  AGREEMENT, entered into effective as of the 9 of September,
1997 .

l.  Parties.  Seller  is  AEI  Real  Estate  Fund  XVIII  Limited
Partnership  ("Seller"),  which  presently  holds  an   undivided
50.7347%  interest in the fee title to that certain real property
legally  described  in  the attached Exhibit  "A".  (the  "Entire
Property")   Buyer is Nick DeVito, Inc., a California Corporation
("Buyer").  Seller  wishes to sell and  Buyer  wishes  to  buy  a
portion  as  Tenant in Common of Seller's interest in the  Entire
Property.

2. Property. The Property to be sold to Buyer in this transaction
consists   of   an   undivided   15.6724%   percentage   interest
(hereinafter, simply the "Property")  as Tenant in Common in  the
Entire Property.  To the best of Seller's knowledge, the purchase
of  the  Property is the purchase of an interest in real property
under Texas law.

3.  Purchase  Price  .  The purchase price  for  this  percentage
interest in the Property is $305,000 all cash.

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

     (a)  When this agreement is executed, Buyer will pay  $5,000
     to  Seller (the "First Payment"). The First Payment will  be
     credited  against  the purchase price  when  and  if  escrow
     closes  and  the  sale is completed, or otherwise  dispersed
     pursuant to the terms of this Agreement.
     
     (b)  Buyer  will deposit the balance of the purchase  price,
     $300,000  (the  "Second Payment") into escrow in  sufficient
     time to allow escrow to close on the Closing Date.
     
     (c)  Seller hereby acknowledges receipt of the sum of $50.00
     cash   (the   "Option   Consideration")   from   Buyer,   as
     consideration for execution of this Agreement by Seller.  If
     the  purchase  and  sale  of  the  Property  is  consummated
     pursuant  to this Agreement, the Option Consideration  shall
     be applied toward the purchase price paid by Buyer.  If this
     Agreement  is  terminated pursuant to a  default  by  Seller
     hereunder,  the  Option Consideration shall  be  immediately
     returned   by  Seller  to  Buyer.   If  this  Agreement   is
     terminated  for  any reason other than a default  by  Seller
     hereunder,  Seller  shall be entitled to retain  the  Option
     Consideration.

5.  Closing Date.  Escrow shall close on or before September  30,
1997.

6.  Due  Diligence. Buyer will have until the expiration  of  the
fifth  business day (The "Review Period") after delivery of  each
of  following items, to be supplied by Seller, to conduct all  of
its  inspections  and due diligence and satisfy itself  regarding
each  item, the Property, and this transaction.  Buyer agrees  to
indemnify and hold Seller harmless for any loss or damage to  the
Leased  Premises or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.

     (a)   The  original  and  one  copy  of  a  title  insurance
     commitment  for  an  Owner's  Title  insurance  policy  (see
     paragraph 8 below).
     
     (b)  Copies  of  a Certificate of Occupancy  or  other  such
     document  certifying completion and granting  permission  to
     permanently  occupy the improvements on the Entire  Property
     as are in Seller's possession.
     
     
     
     Buyer Initial: /s/ V.D.F
     Purchase Agreement for Taco Cabana - San Antonio, TX
     
     
     
     (c)  Copies  of  an "as built" survey of the  Property  done
     concurrent with Seller's acquisition of the Property.
     
     (d)  Lease  of  the Entire Property showing occupancy  date,
     lease   expiration  date,  rent,  and  Guarantys,  if   any,
     accompanied by such tenant financial statements as may  have
     been  provided most recently to Seller by the Tenant  and/or
     Guarantors.
     
     It is a contingency upon Seller's obligations hereunder that
two  (2)  copies  of  Co-Tenancy Agreement in the  form  attached
hereto  duly  executed by Buyer and Seller and  dated  on  escrow
Closing Date be delivered to the Seller on the Closing Date.

      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
any  Review  Period.  Such notice shall be deemed effective  only
upon receipt by Seller.  If this Agreement is not canceled as set
forth  above,  the  First Payment shall be non-refundable  unless
Seller shall default hereunder.

      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under sections 15(a) of this Agreement  (which  will
survive),  Buyer  (after execution of such  documents  reasonably
requested by Seller to evidence the termination hereof) shall  be
returned  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 have canceled this  Agreement  and
relinquish  all rights in and to the Property. If this  Agreement
is not canceled 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 funds  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  commitment  of  a
title  company selected by Seller 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;
and  other  items of record disclosed to Buyer during the  Review
Period.

      Buyer shall be allowed five (5) 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, the Seller  shall
be  allowed eighty (80) days to 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 shall be returned  and
this Agreement shall be null and void and of no further force and
effect.



     Buyer Initial: /s/ V.D.F
     Purchase Agreement for Taco Cabana - San Antonio, TX




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

9.  Closing Costs.  Seller will pay one-half of escrow fees,  the
cost  of  the  title  commitment and  any  brokerage  commissions
payable  except  those brokerage commissions incurred  by  Buyer.
The  buyer  will pay the cost of issuing a Standard Owners  Title
Insurance  Policy  in the full amount of the  purchase  price  if
Buyer desires to purchase the same.  Buyer will pay all recording
fees,  one-half of the escrow fees, and the cost of an update  to
the  Survey  in Sellers possession (if an update is  required  by
Buyer.)  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 Entire Property (of which the Property is a
     part) is subject to a triple net lease (as further set forth
     in  paragraph 11(a)(i), the parties acknowledge  that  there
     shall  be no need for a real estate tax proration.  However,
     Seller  represents  that to the best of its  knowledge,  all
     real  estate  taxes and installments of special  assessments
     due  and  payable in all years prior to the year of  Closing
     have  been paid in full.  Unpaid levied and pending  special
     assessments  existing on the date of Closing  shall  be  the
     responsibility  of Buyer and Seller in proportion  to  their
     respective  Tenant in Common interests, pro-rated,  however,
     to  the  date  of closing; for the period prior to  closing,
     such  taxes  and  asessments shall be the responsibility  of
     Seller, if Tenant shall not pay the same.  Seller and  Buyer
     shall   likewise  pay  in  proportion  to  their   ownership
     interests  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 tenant of the Entire Property.
     
     (b)   All income and all operating expenses from the  Entire
     Property  shall be prorated between the parties and adjusted
     by them as of the date of Closing.  Seller shall be entitled
     to  all  income  earned  and shall be  responsible  for  all
     expenses  incurred prior to the date of Closing,  and  Buyer
     shall  be entitled to its proportionate share of all  income
     earned and shall be responsible for its proportionate  share
     of  all  operating expenses of the Property incurred on  and
     after  the date of closing, if the same are not paid by  any
     tenant of the Entire Property.
     
11. Seller's Representation and Agreements.

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

     (i)   Except  for the lease in existence between Seller  and
     Taco Cabana, Inc. ("Lessee"), dated July 19, 1991 which  was
     assigned  to  Texas Taco Cabana LP pursuant to  the  General
     Assignment  and  Assumption of Leases between  Taco  Cabana,
     Inc. and TC Lease Holdings III, V and VI, Inc. dated October
     31,   1993  and  pursuant  to  the  General  Assignment  and
     Assumption of Leases between TC Lease Holding III V and  VI,
     Inc.  and  Texas Taco Cabana LP dated October 31,  1993  and
     pursuant to the Consents and Acknowledgments Concerning  Net
     Lease  Agreements  between Taco Cabana, Inc.  and  AEI  Real
     Estate  Fund XVIII Limited Partnership dated June  2,  1994,
     Seller  is not aware of any leases of the Property.  A  copy
     of  the above referenced documents is incorporated herein as
     "Exhibit "B".   The above referenced lease agreement has  an
     option  to purchase in favor of the Lessee as set  forth  in
     article 34 of said lease agreement.

     (ii)   It  is  not  aware  of  any  pending  litigation   or
     condemnation  proceedings against the Property  or  Seller's
     interest in the Property.
     
     
     
     Buyer Initial: /s/ V.D.F
     Purchase Agreement for Taco Cabana - San Antonio, TX
     
     
     
     
     
     (iii)   Except as previously disclosed to Buyer and  as  set
     forth  in  paragraph (b) below, Seller is not aware  of  any
     contracts Seller has executed that would be binding on Buyer
     after the Closing Date.
          
     (b)   Provided  that  Buyer performs  its  obligations  when
     required, Seller agrees that it will not enter into any  new
     contracts  prior  to the Closing Date that would  materially
     affect  the  Property  and be binding  on  Buyer  after  the
     Closing  Date without Buyer's prior consent, which will  not
     be  unreasonably withheld.  However, Buyer acknowledges that
     Seller retains the right both prior to and after the Closing
     Date  to  freely  transfer  all or  a  portion  of  Seller's
     remaining undivided interest in the Entire Property provided
     such sale shall not encumber the Property being purchased by
     Buyer  in  violation of the terms hereof or the contemplated
     Co-Tenancy Agreement.
     
12. Disclosures.

     (a)   To the best of Seller's knowledge: there are now,  and
     at  the  Closing  there  will be, no material,  physical  or
     mechanical  defects  of  the  Property,  including,  without
     limitation,   the   plumbing,  heating,  air   conditioning,
     ventilating, electrical systems, and 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.
     
     (b)   To  the  best  of  Seller's  knowledge:  the  use  and
     operation of the Property now is, and at the time of Closing
     will  be, 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.
     
     (c)   Seller  knows  of no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  the  use  and operation of the Property  after  the
     Closing  in the manner in which the Property has  been  used
     and operated prior to the date of this Agreement.
     
     (d)  To the best of Seller's knowledge: the Property is not,
     and  as  of  the  Closing will not be, in violation  of  any
     federal,  state  or  local  law,  ordinance  or  regulations
     relating  to  industrial  hygiene or  to  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.
     Buyer agrees that Seller will have no liability of any  type
     to  Buyer  or Buyer's successors, assigns, or affiliates  in
     connection  with any Hazardous Materials on or in connection
     with  the Property either before or after the Closing  Date,
     except such Hazardous Materials on or in connection with the
     Property  arising  out  of  Seller's  gross  negligence   or
     intentional misconduct.
     
     (e)   Buyer agrees that it shall be purchasing the  Property
     in  its  then 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  on the Lessee and Guarantors of  the  Lease  as
     Buyer or its advisors shall request, Buyer is relying solely
     on its own investigation of the Property and not on any
     
     
     Buyer Initial: /s/ V.D.F
     Purchase Agreement for Taco Cabana - San Antonio, TX
     
     
     
     
     
     information provided by Seller  or to be provided except  as
     set  forth  herein.   Buyer further  acknowledges  that  the
     information  provided  and to be  provided  by  Seller  with
     respect to the Property and to the Lessee and Guarantors  of
     Lease  was  obtained  from a variety of sources  and  Seller
     neither   (a)   has   made  independent   investigation   or
     verification   of  such  information,  or  (b)   makes   any
     representations as to the accuracy or completeness  of  such
     information.   The  sale  of the Property  as  provided  for
     herein  is  made  on an "AS IS" basis, and  Buyer  expressly
     acknowledges  that, in consideration of  the  agreements  of
     Seller  herein, except as otherwise specified herein, Seller
     makes no warranty or representation, express or implied,  or
     arising by operation of law, including, but not limited  to,
     any  warranty  or  condition,  habitability,  tenantability,
     suitability  for  commercial purposes,  merchantability,  or
     fitness  for  a  particular  purpose,  in  respect  of   the
     Property.
     
     The provisions (d) - (f) above shall survive closing.
     
13. Closing.

     (a)   Before  the  Closing Date, Seller  will  deposit  into
     escrow an executed special warranty deed conveying insurable
     title  of the Property to Buyer, subject to the encumbrances
     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; any additional funds required  of  Buyer,
     (pursuant to this agreement or any other agreement  executed
     by  Buyer) to close escrow.  Both parties will sign the  Co-
     Tenancy  Agreement,  and 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 in a  position  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
     owners  title policy purchase by Buyer; 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); 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.   Seller shall retain all remedies available to Seller  at
law or in equity.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which will  be
null  and void), unless: it has paid the First Payment, deposited
the  balance  of the second payment for the purchase  price  into
escrow, performed all of its other obligations and satisfied  all
conditions  under  this  Agreement, and unconditionally  notified
Seller  that it stands ready to tender full performance, purchase
the  Property and close escrow as per this Agreement,  regardless
of  any  alleged  default  or misconduct  by  Seller.   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:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform,
     
     
     Buyer Initial: /s/ V.D.F
     Purchase Agreement for Taco Cabana - San Antonio, TX
     
     
     
     
     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.
     
     (ii)   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.
     
     (iii)   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.   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  five-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  Entire
     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 Tenant of the Entire
     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
     Entire  Property,  subject to rights of any  Tenant  of  the
     Entire 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  and 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 Entire Property, subject to rights of any
     Tenant of the Entire 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. Buyer's 1031 Tax Free Exchange.

      While  Seller  acknowledges that Buyer  is  purchasing  the
Property  as  "replacement property" to  accomplish  a  tax  free
exchange,   Buyer   acknowledges  that   Seller   has   made   no
representations,  warranties, or agreements to Buyer  or  Buyer's
agents  that  the transaction contemplated by the Agreement  will
qualify


     Buyer Initial: /s/ V.D.F
     Purchase Agreement for Taco Cabana - San Antonio, TX




for  such tax treatment, nor has there been any reliance  thereon
by  Buyer  respecting  the  legal  or  tax  implications  of  the
transactions contemplated hereby.  Buyer further represents  that
it has sought and obtained such third party advice and counsel as
it  deems  necessary in regards to the tax implications  of  this
transaction.

      Buyer  wishes  to  novate/assign the ownership  rights  and
interest of this Purchase Agreement to Exodus Exchange, Inc.  who
will act as Facilitator to perfect the 1031 exchange by preparing
an   agreement  of  exchange  of  Real  Property  whereby  Exodus
Exchange, Inc. will be an independent third party purchasing  the
ownership  interest in subject property from Seller  and  selling
the  ownership  interest in subject property to Buyer  under  the
same   terms  and  conditions  as  documented  in  this  Purchase
Agreement.   Buyer asks the Seller to cooperate in the perfection
of  such an exchange at no additional cost or expense or delay in
time.   Buyer  hereby indemnifies and holds Seller harmless  from
any claims and/or actions resulting from said exchange.  Pursuant
to  the direction of Exodus Exchange, Inc., Seller will deed  the
Property to Buyer.

18. Cancellation

     If  any party elects to cancel this Contract because of  any
     breach by another party, the party electing to cancel  shall
     deliver  to escrow agent a notice containing the address  of
     the party in breach and stating that this Contract shall  be
     canceled 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 Contract shall be canceled.

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 September  30,  1997
     through  no  fault  of Seller, Seller  may  either,  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.
     
     
     
     Buyer Initial: /s/ V.D.F
     Purchase Agreement for Taco Cabana - San Antonio, TX
     
     If to Seller:
     
          Attention:  Robert P. Johnson
          AEI Real Estate Fund XVIII Limited Partnership
          1300 Minnesota World Trade Center
          30 E. 7th Street
          St. Paul, MN  55101
     
     If to Buyer:
     
          Vito DeVito Francesco, Secretary/Treasurer
          P.O. Box 591
          Ontario, CA  91762
     
      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.

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

BUYER:   NICK DEVITO, INC.

          By:/s/ Vito DeVito Francesco
                 Vito DeVito Francesco, Secretary/Treasurer


SELLER:   AEI  REAL  ESTATE  FUND XVIII  LIMITED  PARTNERSHIP,  a
          Minnesota limited partnership.

           By: AEI Fund Management XVIII, Inc., its corporate general partner

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




     Buyer Initial: /s/ V.D.F
     Purchase Agreement for Taco Cabana - San Antonio, TX



     
                         Exhibit A
     
                      Legal Description

     
     Lot  31, Blck 1, New City Block 15600, CKE Subdivision, Unit
     3,  an  addition to the City of San Antonio,  Bexar  County,
     Texas,  according  to the map or plat thereof,  recorded  in
     Volume  9504,  Page  182, Deed and  Plat  Records  of  Bexar
     County, Texas.
     
     
     
     
                             EXHIBIT B
     
               CONSENTS AND ACKNOWLEDGMENTS CONCERNING
                         NET LEASE AGREEMENT
     
           This Consents and Acknowledgments Concerning Net Lease
     Agreement (the "Consent") is executed this 2nd day of  June,
     1994,  by  and  between AEI Real Estate Fund  XVIII  Limited
     Parntership (the "Landlord"), Taco Cabana, Inc.  ("TC")  and
     Felix L. Stehling and Billie Jo Stehling (the "Guarantor").
     
                         W I T N E S S E T H:
     
           WHEREAS,  pursuant to that certain Net Lease Agreement
     dated  July  19, 1991 (the "Lease"), Landlord leased  to  TC
     those  certain  restaurant premises,  located  at  6867  New
     Highway 90 West, San Antonio, Texas (the "Premises"); and
     
           WHEREAS,  pursuant to that certain General  Assignment
     and  Assumption of Leases, Contracts and Rights (the  "First
     Assignment") dated October 31, 1993, TC assigned all of  its
     right,  title and interest in and to the Lease to  TC  Lease
     Holdings III, V and VI, Inc.; and
     
           WHEREAS,  pursuant to that certain General  Assignment
     and  Assumption of Leases Contracts and Rights (the  "Second
     Assignment") dated October 31, 1993, TC Lease Holding II,  V
     and  VI,  Inc. assigned all of its right, title and interest
     in  and  to  the  Lease  to Texas Taco Cabana,  L.P.  ("Taco
     L.P."); and
     
           WHEREAS, the parties hereto desire to consent  to  the
     aforesaid  assignments and to acknowledge  their  continuing
     liability under the Lease.
     
          NOW, THEREFORE, the parties hereto agree as follows:
     
            1.     Landlord  hereby  expressly  consents  to  the
     assignments of the Lease pursuant to the terms of the  First
     Assignment and the Second Assignment.  Landlord acknowledges
     and  agrees that such assignments do not constitue any  type
     of  breach or default under the Lease and that the Taco L.P.
     shall  be  entitled to all of the rights and obligations  of
     the "Tenant" under the Lease.
     
           2.   TC herby expressly consents to the assignments of
     the  Lease pursuant to the terms of the First Assignment and
     the  Second Assignment.  TC acknowledges and agrees that  is
     shall remain fully liable for all of the obligations of  the
     "Tenant" under the Lease.
     
            3.     Guarantor  herby  expressly  consents  to  the
     assignments of the Lease pursuant to the terms of the  First
     Assignment  and the Second Assignment.  Grantor acknowledges
     and  agrees that he shall remain fully liable for all of the
     obligations of the "Guarantor" under that certain  Guarantee
     of  Lease  dated July 19, 1991, executed in connection  with
     the Lease.
     
           4.    This  Agreement  and each  and  every  covenant,
     agreement, and other provision hereof shall be binding  upon
     and  shall  inure to the benefit of, the parties hereto  and
     their  respective  heirs,  administrators,  representatives,
     successors and assigns.
     
          EXECUTED the day and year first written above.
     
     
     AEI REAL ESTATE FUND XVIII              TACO CABANA, INC.
     LIMITED PARTNERSHIP
     
     BY: AEI Fund Management XVIII,           BY: /s/ James A Eliasberg
         Inc., General Partner              NAME: James A Eliasberg
                                           TITLE: Senior Vice President, 
                                                  General Counsel
     
     BY:  /s/ Robert P Johnson
   NAME:  Robert P Johnson                        /s/ Felix L Stehling
  TITLE:  Pres                                     Felix L Stehling
     
     
     
                                                 /s/ Billie Jo Stehling
                                                     Billie Jo Stehling
     
     
     
     THE STATE OF MINNESOTA
     
     COUNTY OF RAMSEY
     
           The  foregoing instrument was acknowledged  before  me
     this  2nd  day of June, 1994, by Robert P Johnson, President
     of  AEI Fund Management XVIII, Inc., General Partner of  AEI
     Real Estate Fund XVIII Limited Partnership on behalf of said
     limited partnership.
     
     
                                   /s/ Michael B Daugherty
     [notary seal]                 Notary Public in and for
                                   The State of Minnesota
     
     
     
     
     THE STATE OF TEXAS
     
     COUNTY OF BEXAR
     
           The  foregoing instrument was acknowledged  before  me
     this  27th  day  of May, 1994, by James A Eliasberg,  Senior
     Vice  Presidetn,  General Counsel of Taco  Cabana,  Inc.,  a
     Delaware corporation, on behalf of the corporation.
     
                                   /s/ Michelle Rocher
                                   Notary Public in and for The
                                   State of Texas
     
     
     
     
     THE STATE OF TEXAS
     
     COUNTY OF BEXAR
     
     
           This instrument was acknowledged before me on the 26th
     day  of  May,  1994,  by  Felix L. Stehling  and  Billie  Jo
     Stehling.
     
     
                                   /s/ Diane L. Troy
                                       Notary Public in and for
                                       The State of Texas
     
     
     
     
               GENERAL ASSIGNMENT AND ASSUMPTION OF LEASES,
                         CONTRACTS AND RIGHTS
     
     
     THE STATE OF TEXAS
     
     COUNTY OF BEXAR
                                 KNOW ALL MEN BY THESE PRESENTS:
     
     
            That   TACO  CABANA,  INC.,  a  Delaware  corporation
     (hereinafter  referred to as "Assignor"), whose  address  is
     262  Losoya,  Suite  330, San Antonio, Bexar  County,  Texas
     78205,  for  and in consideration of the sum of Ten  Dollars
     and  No/100  Dollars  ($10.00), cash,  and  other  good  and
     valuable consideration to it paid by TC LEASE HOLDINGS  III,
     V  and VI, INC., a Texas corporation, whose business address
     is  262  Losoya, Suite 330 San Antonio, Bexar County,  Texas
     78205,   (hereinafter  referred  to  as   "Assignee"),   has
     ASSIGNED,  SOLD and TRANSFERRED, and by these presents  does
     ASSIGN,  SELL  and  TRANSFER,  unto  Assignee  all  of   the
     following:
     
           (a)  All right, titles, and interest of Assignor, as a
     tenant or lessee, as the case may be, under all leases  with
     a  landlord or lessor, as the case may be, for the operation
     of  "Taco Cabana" restaurants located in the State of  Texas
     (all  said leases being listed on Exhibit A hereto and being
     hereinafter  referred  to  collectively  as  the  "Leases"),
     together  with all contractual rights and benefits  accruing
     to  tenant or lessee, as the case may be, pursuant  to  said
     Leases on and after the date of delivery of this instrument;
     and
     
          (b)  All of Assignor's rights and interests, if any, to
     the  extent  assignable, under all warranties and guaranties
     relating to the property and rights that are the subject  of
     the  Leases (all said rights and interests being hereinafter
     referred to collectively as the "Rights"); and
     
           (c)  All of Assignor's right, title, and interest,  if
     any,  to  the extent assignable, in maintenance, management,
     service  and other contracts and agrrments relating  to  the
     property and rights that are the subject of the Leases  (all
     said contracts and agreements being hereinafter referred  to
     collectively as the "Service Agreements").
     
           But,  with  respect to any particular Lease,  and  the
     Rights and Services Agreements related thereto, if any, this
     assignment,  sale  and  transfer is  made  by  Assignor  and
     accepted  by Assignee subject to the consent of the landlord
     or  lessor, as the case may be, under such Lease (hereafter,
     the  Landlord"), and of the contracting parties  other  than
     Assignor   under  any  such  related  Rights  and   Services
     Agreement, to the extent such consent is required  in  order
     to effect the transfers contemplated herein.
     
     
     
                         Taco Cabana, Inc.
                              (DEL)
     
   A. T.C. Management, Inc.      B. TC Lease Holdings        C.  Taco Cabana
          (DEL)                     III, V and VI, Inc.    (TX)Investments,Inc.
                                                                  (DEL)
     
   D. Taco  Cabana Management, Inc                       E. Get  Real, Inc.
       (TX)  General Partner                             (DEL) Limited Partner
     
                              F. Texas Taco Cabana, L.P.
                                        (TX)
     
     
     
           TO  HAVE  AND TO HOLD said Leases, Rights and  Service
     Agreements,  together with all and singular the  rights  and
     appurrenances  thereto in anywise belonging  unto  the  said
     Assignee, his heirs and assigns, forever, without warranty.
     
           As  a further part of the consideration to Asignor for
     the sale, transfer and assignment of said Leases, Rights and
     Service  Agreements, Assignee, by acceptance hereof,  hereby
     assumes  and  agrees to perform all of the  responsibilities
     and  obligations of Assignor under said Leases,  Rights  and
     Service  Agreements arising and accruing from and after  the
     effective  date of this instrument; provided  that,  to  the
     extent  that  prior  to  such effective  date  Assignor  was
     obligated  to perform such responsibilities and  obligations
     pursuant  to  said  Leases, Rights and  Service  Agreements,
     Assignor  shall  from  and after the effective  date  remain
     obligated  to  perform such responsibilites and obligations,
     if  Assignee  fails  to  perform such  responsibilities  and
     obligations.
     
           Assignee  acknowledges receipt from  Assignor  of  all
     Assignor's interests, if any, in security deposits  Assignor
     has  paid to or deposited with any Landlord pursuant to  the
     Leases.
     
            This   Assignment  of  Leases,  Rights  and   Service
     Agreements may be executed in one or more counterparts,  and
     each such counterpart, when so executed and delivered, shall
     constitute but one and the same instrument.
     
            A   facsimile  of  an  executed  couterpart  of  this
     instrument  shall  be  deemed to  be  an  original  executed
     couterpart.
     
           EXECUTED  on the dates set forth below to be effective
     as of the 31st day of October, 1993.
     
     
     ASSIGNOR:                     ASSINGEE
     
     TACO CABANA, INC.                  TC LEASE HOLDINGS III, V and VI,
     a Delaware Corporation             INC., a Texas corporation
     
     By:  /s/ Richard Cervera           By:  /s/ Richard Cervera
     Printed Name:  Richard Cervera     Printed  Name: Richard Cervera
     Title:  President                  Title:  President
     
     
     
     THE STATE OF TEXAS
     
     COUNTY OF BEXAR
     
           Before  me,  the undersigned authority,  on  this  day
     personally  appeared  Richard  Cervera,  President  of  TACA
     CABANA, INC., a Delaware corporation, known to me to be  the
     person and officer whose name is subscribed to the foregoing
     instrument, and acknowledged to me that he executed the same
     for the purposes and consideration therein expressed, in the
     capacity  therein  stated and as the act and  deed  of  said
     coporation.
     
          Given under my hand and seal of office this 28th day of
     October, 1993.
     
     By:  /s/ J. Gayle Gawlik
     Printed Name: Gayle Gawlik
               Notary Publice in and for
               Bexar County, Texas
     
     My commission expires:
     06-09-97                           [notary seal]
     
     
     
     THE STATE OF TEXAS
     
     COUNTY OF BEXAR
     
           Before  me,  the undersigned authority,  on  this  day
     personally appeared Richard Cervera, President of  TC  LEASE
     HOLDINGS III, V and VI, INC., a Texas corporation, known  to
     me to be ther person and officer whose name is subscribed to
     the  foregoing instrument, and acknowledged to  me  that  he
     executed the same for the purposes and consideration therein
     expressed, in the capacity therein stated and as the act and
     deed of said corporation.
     
          Given under my hand and seal of office this 28th day of
     October, 1993.
     
     By:  /s/ J Gayle Gawlik
     Printed Name: J. Gayle Gawlik
          Notary Publice in and for
          Bexar County, Texas
     
     My commission expires:
          06-09-97
                                        [notary seal]
     
     
     
     
                         Taco Cabana, Inc.
                              (DEL)
     
   A. T.C. Management, Inc.      B. TC Lease Holdings       C.  Taco Cabana
           (DEL)                    III, V and VI, Inc.    (TX)Investments,Inc.
                                                                  (DEL)
     
   D. Taco Cabana Management, Inc               E. Get Real, Inc.
      (TX)  General Partner                    (DEL) Limited Partner
     
                         F. Texas Taco Cabana, L.P.
                                    (TX)
     
     
     
          GENERAL ASSIGNMENT AND ASSUMPTION OF LEASES,
                    CONTRACTS AND RIGHTS
     
     
     THE STATE OF TEXAS
     
     COUNTY OF BEXAR
     
                                     KNOW ALL MEN BY THESE PRESENTS:
     
           That  TC LEASE HOLDINGS III, V and VI, INC.,  a  Texas
     corporation  (hereinafter referred to as "Assignor"),  whose
     address is 262 Losoya, Suite 330, San Antonio, Bexar County,
     Texas  78205,  for and in consideration of the  sum  of  Ten
     Dollars  and No/100 Dollars ($10.00), cash, and  other  good
     and  valuable consideration to it paid by TEXAS TACO CABANA,
     L.P.,  a  Texas  limited partnership, whose  addres  is  262
     Losoya, Suited 330, San Antonio, Bexar County, Texas  78205,
     (hereinafter  referred to as "Assignee"), has ASSIGNED  SOLD
     and TRANSFERRED, and by these presents does ASSIGN, SELL and
     TRANSFER, unto Assignee all of the following:
     
           (a)  All right, title, and interest of Assignor, as  a
     tenant or lessee, as the case may be, under all leases  with
     a  landlord or lessor, as the case may be, for the operation
     of  "Taco Cabana" restaurants located in the State of Texas,
     which leases were assigned to Assignor by Taco Cabana,  Inc.
     (a Delaware corporation) on the same date of but immediately
     preceding  this assignment (all said leases being listed  on
     Exhibit  A  hereto and being together with  all  contractual
     rights  and  benefits accruing to tenant or lessee,  as  the
     case  may be, pursuant to said Leases on and after the  date
     of delivery of this instrument; and
     
           (b)   All of Assignor's rights and interests, if any,j
     to   the   extent  assignable,  under  all  warranties   and
     guaranties relating to the property and rights that are  the
     subject  of the Leases (all said rights and interests  being
     hereinafter referred to collectively as the "Rights"); and
     
           (c)  All of Assignor's right, title, and interest,  if
     any,  to  the extent assignable, in maintenance, management,
     service and other contracts and agreements relating  to  the
     property and rights that are the subject of the Leases  (all
     said contracts and agreements being hereinafter referred  to
     collectively as the "Service Agreements").
     
           But,  with  respect to any particular Lease,  and  the
     Rights and Services Agreements related thereto, if any, this
     assignment,  sale  and  transfer is  made  by  Assignor  and
     accepted  by Assignee subject to the consent of the landlord
     or  lessor, as the case may be, under such Lease (hereafter,
     the  Landlord"), and of the contracting parties  other  than
     Assignor   under  any  such  related  Rights  and   Services
     Agreements, to the extent such consent is required in  order
     to effect the transfers contemplated herein.
     
           TO  HAVE  AND TO HOLD said Leases, Rights and  Service
     Agreements,  together with all and singular the  rights  and
     appurtenances  thereto in anywise beloinging unto  the  said
     Assignee, his heirs and assigns, forever, without warranty.
     
           As a further part of the consideration to Assignor for
     the sale, transfer and assignment of said Leases, Rights and
     Service  Agreements, Assignee, by acceptance hereof,  hereby
     assumes  and  agrees to perform all of the  responsibilities
     and  obligations of Assignor under said Leases,  Rights  and
     Service  Agreements arising and accruing from and after  the
     effective  date  of  delivery of this  instrument;  provided
     that,  to  the  extent  that prior to  such  effective  date
     Assignor was obligated to perform such responsibilities  and
     obligations  pursuant  to said Leases,  Rights  and  Service
     Agreement, Assignor shall from and after the effective  date
     reamin  obligated  to  perform  such  responsibilities   and
     obligations,    if   Assignee   fails   to   perform    such
     responsibilities and obligations.
     
           Assignee  acknowledges receipt from  Assignor  of  all
     Assignor's interests, if any, in security deposits  Assignor
     has  paid to or deposited with any Landlord pursuant to  the
     Leases.
     
            This   Assignment  of  Leases,  Rights  and   Service
     Agreements may be executed in one or more counterparts,  and
     each  such  conuterjpart,  when so executed  and  delivered,
     shall  constitute  an  original  instrument,  ans  all  such
     separate counterparts shall constitute but one and the  same
     instrument.
     
            A  facsimile  of  an  executed  counterpart  of  this
     instrument  shall  be  deemed to  be  an  original  executed
     counterpart.
     
           EXECUTED  on the dates set forth below to be effective
     as of the 31st day of October, 1993.
     
     
     ASSIGNOR:                          ASSINGEE:
     
     TC  LEASE HOLDINGS III, V AND VI,        TEXAS TACO  CABANA, L.P. A
     INC., a Texas corporation                Texas limited partnership
     
     By:  /s/ Richard Cervera                 By: /s/ Richard Cervera
     Printed Name: Richard Cervera            Printed Name: Richard Cervera
     Title: President                         Title: President
     
     
     
     THE STATE OF TEXAS
     
     COUNTY OF BEXAR
     
           Before  me,  the undersigned authority,  on  this  day
     personally appeared Richard Cervera, President of  TC  LEASE
     HOLDINGS III, V and VI, INC., a Texas corporation, known  to
     me  to be the person and officer whose name is subscribed to
     the  foregoing instrument, and acknowledged to  me  that  he
     executed the same for the purposes and consideration therein
     expressed, in the capacity therein stated and as the act and
     deed of said corporation.
     
           Given under my hand and seal of office this 28 day  of
     October, 1993.
     
     By:  /s/ J. Gayle Gawlik
     Printed Name: J. Gayle Gawlik
          Notary Publice in and for
          Bexar County, Texas
     
     My commission expires:
     06-09-97                           [notary seal]
     
     
     
     THE STATE OF TEXAS
     
     COUNTY OF BEXAR
     
           Before  me,  the undersigned authority,  on  this  day
     personally  appeared  Richard  Cervera,  President  of  TACO
     CABANA  MANAGEMENT, INC., a Texas corporation,  the  general
     partner   of  TEXAS  TACO  CABANA,  L.P.,  a  Texas  limited
     partnership, known to me to be the preson and officer  whose
     name   is  subscribed  to  the  foregoing  instrument,   and
     acknowledged  to  me  that  he executed  the  same  for  the
     purposes  and  consideration  therein  expressed,   in   the
     capacity  therein stated, and as the act and  deed  of  said
     corporation acting as said general partner.
     
           Given under my hand and seal of office this 28 day  of
     October, 1993.
     
     By:  /s/ J. Gayle Gawlik
     Printe Name: J. Gayle Gawlik
          Notary Public in and for
          Bexar County, Texas
     
     
     My commission expires:
     
     06-09-97                           [notary seal]