Limited Option of First Sale

     This Agreement, by and between The Thomas W. Adamson Family
Limited Partnership ("Adamson"), and AEI Real Estate Fund XVIII
Limited Partnership (the "AEI Partnership"), is effective as of
the 21 day of March, 1997, and supercedes in its entirety that
certain Limited Option of First Sale dated March 3, 1997.

                            RECITALS

Whereas, Adamson has purchased an undivided 31.2892% interest in
that certain property legally described on Exhibit A attached
hereto (the "Property"), as a Co-Tenant with the AEI Partnership,
which as of the date hereof owns an undivided 37.9481% interest
in the Property; and

Whereas, as consideration for Adamson's purchase of its interest
in the Property from the AEI Partnership, the AEI Partnership has
granted Adamson the Limited Option of First Sale of Adamson's
interest in the Property, but only upon the limited terms set
forth herein.

     Now, therefore, in Consideration of the purchase by Adamson
of its undivided interest in the Property, Adamson and the AEI
Partnership (in its individual capacity as a matter of contract
right and not as a covenant running with the AEI Partnership's
interest in the Property) agree that:

1.   Freedom of Transfer.  Adamson shall be free to dispose of
its interest in the Property, whether according to this
Agreement, or upon such terms and conditions as Adamson shall
determine.  However, the rights afforded Adamson hereunder are
personal to Adamson, and may not be assigned and do not run with
Adamson's interest in the Property.  The AEI Partnership shall be
free to sell or transfer all any part of its interest in the
Property, provided, however, for as long as Adamson shall retain
an undivided interest in the Property, the AEI Partnership will
retain at least a 5% ownership interest in the Property, subject
to disposition by the AEI Partnership as further set forth
herein.  The AEI Partnership's sale or transfer of its remaining
5% interest shall be governed by the terms hereof.

2.   Limited Option of First Sale.  At such time as the AEI
Partnership intends to sell all or any portion of its remaining
interest in the Property (provided such sale is not in connection
with a Liquidation Plan (defined below)), which sale would bring
the AEI Partnership's interest below an undivided 5% interest,
the AEI Partnership agrees it will:

     AA.  Notice of Intent to Sell.  Provide Adamson with written
     notice of the AEI Partnership's intent to sell the AEI
     Partnership's remaining interest of or below 5% of the
     Property ("Remaining Interest"), prior to accepting any
     offer to sell such Remaining Interest;

     BB.  Notice of Buyer's Offer.  Provide Adamson with written
     notice ("AEI Partnership Notice") containing all of the
     relevant terms and conditions of the offer, including a copy
     of the Purchase Agreement from a buyer willing to make a
     valid offer for the purchase of all or a portion of the
     Remaining Interest held by the AEI Partnership, and a
     statement of the costs incurred by the AEI Partnership
     (including reasonable outside attorney's fees, if any) in
     obtaining said offer.

     C.   Notice of Acceptance or Deemed Rejection.  Within 10
     business days of receipt of such AEI Partnership Notice,
     Adamson will either:
               (a) accept by written notification an assignment
          of such offer for themselves and sell part, or all, of
          its interest in the property to the buyer upon terms
          contained in the AEI Partnership Notice, in which event
          Adamson agrees to reimburse the AEI Partnership for the
          costs incurred by the AEI Partnership in obtaining said
          offer; or

               (b) reject the offer contained in the AEI
          Partnership Notice; if no written acceptance of the AEI
          Partnership's offer to assign its interest is received
          by the AEI Partnership within said ten days, Adamson
          will have been deemed to have rejected such offer.

     Upon Adamson's rejection of the offer, the AEI Partnership
     shall be free to sell all, or part, of its Remaining
     Interest in the Property to such buyer upon such terms and
     conditions as stated in the notice to Adamson.

     D.   Termination or Survival of Limited Option.  If the
     buyer is willing and able to acquire the entire interest
     owned by Adamson, and Adamson decline to sell its entire
     interest, then the AEI Partnership shall have no continuing
     obligation to provide Adamson with any further notice of an
     option to sell any interest in the Property.  If the buyer
     is willing to acquire only a portion of the interest in the
     property owned by Adamson, then the AEI Partnership shall
     remain subject to the provisions hereof until released
     therefrom according to the terms hereof.

3.   Plan of Liquidation.  Notwithstanding anything herein to the
contrary, the aforesaid Option to Sell shall not apply nor be
binding on the AEI Partnership, if the AEI Partnership shall
dispose of all of its interest in the Property according to a
written plan of liquidation ("Plan of Liquidation") executed
prior to the disposition of the AEI Partnership's remaining
interest in the Property, said Plan of Liquidation contemplating
the sale of all of the AEI Partnership's assets over a continuous
period in a series of related transactions commenced with the
express design to liquidate the AEI Partnership's interests in
all assets, and no damages shall accrue to Adamson if in fact
such liquidation occurs within a commercially reasonable time in
accordance with such written Plan of Liquidation.

4.   Miscellaneous.

     A.   All notices provided for herein shall be in writing and
shall be deemed to have been given when delivered, personally or
by registered or certified mail or nationally recognized
overnight carrier, return receipt requested, postage prepaid,
addressed as follows:


if to Adamson at:
          Wayne Adamson, General Partner
          1400 West Walnut
          Marion, Il.  62959
and
          Gerald Adamson
          206 Palm Avenue
          Bullhead, Az.  86430

if to AEI at:

Attention:   Robert P. Johnson, President
             AEI Fund Management XVIII, Inc.
             1300 Minnesota World Trade Center
             30 East Seventh Street
             Saint Paul, Minnesota    55101

or addressed to any such party at such address as such party
shall hereinafter furnish by notice to the other parties.

     B.   This Agreement shall be construed according to the laws
of the State of Minnesota and the parties agree to be governed by
the jurisdiction of and consent to venue of any action to enforce
this agreement in the State of Minnesota or the principal place
of business of Adamson or the situs of the Property, said choice
of venue to be at the sole discretion of AEI.

     C.   In the event it becomes necessary for either party to
bring suit to enforce the terms or conditions hereof, the
successful party shall have the right to recover reasonable
attorney's fees and costs.



     In witness whereof, the parties have executed this Agreement
effective as of the date first written above.

THE THOMAS W. ADAMSON FAMILY LIMITED PARTNERSHIP

By: /s/ Gerald E Adamson
        Its General Partner

By: /s/ Wayne K Adamson
        Its General Partner



AEI REAL ESTATE FUND XVIII LIMITED PARTNERSHIP
By:  AEI FUND MANAGEMENT XVIII, INC.
     By: /s/ Robert P Johnson
             Robert P. Johnson, President




     
     
     
                                     EXHIBIT A
     
                                 Legal Description
       
     
     
     Premises:  APPLEBEE'S NEIGHBORHOOD GRILL & BAR
     
     
     
     A  portion of Section 26, Township 2 South.  Range 21  West,
     Walton County, Florida, being more particularly described as
     follows:
     
     Commence  at  the  intersection with the East  line  of  the
     aforesaid  Section  26  and the North Right-of-way  Line  of
     State  Road  30  (U.S. 98. 100' R/W);  thence  go  North  77
     degrees 09 minutes 03 seconds West along the aforesaid Right-
     of-way  line,  a  distance of 1233.51 feet  to  a  point  of
     curvature:  thence go along a curve to the  left,  having  a
     radius of 5779.65 feet, an arc distance of 1060.26 feet (CH.
     =  1058.78',  CH.  BRG.  = North 82 degrees  24  minutes  26
     seconds West); thence departing the aforesaid North Right-of-
     way line, go North 02 degrees 59 seconds 27 minutes East,  a
     distance of 10.00 feet to a point on a curve, being  concave
     southerly and having a radius of 5789.65 feet and the  Point
     of  Beginning:  thence go northwesterly along the  aforesaid
     curve,  an  arc distance of 180.00 feet (CH. = 179.99',  CH.
     BRG.  = North 88 degrees 33 minutes 11 seconds West): thence
     go  North  02 degrees 59 minutes 27 seconds East, a distance
     of  215.00  feet: thence go South 88 degrees 38  minutes  25
     seconds  East, a distance of 178.79 feet to  a  Point  on  a
     curve,  being concave southwesterly and having a  radius  of
     44.90  feet:  thence  go Southeasterly along  the  aforesaid
     curve,  an  arc distance of 10.44 feet (CHI. = 10.42'.  CHI.
     BRAG. = South 03 degrees 39 minutes 46 seconds  East) to the
     Point of Tangency: thence go South 02 degrees 59 minutes  27
     seconds  East,  a distance of 204.89 feet to  the  Point  of
     Beginning.
     
     
     EXCEPTING THEREFROM THAT PORTION
     
     lying  Northerly of and within 66 feet of the centerline  of
     survey  of State Road 30 (US 98) Section 60020, Westerly  of
     Station 248+00 and lying Northerly of and within 67 feet  of
     said  centerline  of  survey,  between  Station  248+00  and
     Station  256+51  and lying Northerly of said  centerline  of
     survey  and  within  a transition from 67  feet  at  Station
     256+51 to 87 feet at Station 256+76; and lying Northerly  of
     and  within  110 feet of said centerline of survey,  between
     Station  256+76 and Station 257+36; and lying  Northerly  of
     said  centerline of survey and within a transition  from  87
     feet  at  Station 257+36 to 67 feet at Station  257+61;  and
     lying Northerly of and within 67 feet of said centerline  of
     survey  Easterly of Station 257+611; said centerline  to  be
     described  and  said  Stations to  be  located  as  follows:
     Commence  on  a  capped rod (RLS # 1835)  at  the  Southeast
     corner  of  Sandestin  Estates  Subdivision,  as  per   plat
     recorded  in Plat Book 4, Page 25 of the Public  Records  of
     Walton County,  Florida; thence South 44 16' 49" East 101.64
     feet;  thence  North 83 48' 54" East 3476.74 feet  (crossing
     the East line of Section 27, Township 2 South, Range 21 West
     and  the West line of Section 26, Township 2 South 2  South,
     Range  21  West) to the POINT OF BEGINNING of centerline  of
     survey  to  be  described  herein,  said  point  being   the
     beginning of a curve, concave Southerly, having a radius  of
     5729.58   feet;  thence  run  Northeasterly,  Easterly   and
     Southeasterly 1302.52 feet along said curve, thru a  central
     angle  of  13  o1'  31" to Station 248+00;  thence  continue
     Southeasterly 695.62 feet along said curve, thru  a  central
     angle of 6 57' 22" to the end of curve; thence South 76  12'
     14"  East  155.38  feet to Station 256+51;  thence  continue
     South  76  12' 14" East 25.0 feet to Station 256+76;  thence
     continue South 76 12' 14" East 60.00 feet to Station 257+36;
     thence  continue South 76 12'14" East 25.0 feet  to  Station
     257+61; thence continue South 76 12' 14" East 977.87 feet to
     the  East line of said Section 26 (West line of Section  25,
     Township  2  South  Range 21 West) at a point  4561.50  feet
     South  1  50' 37" West of a four inch by four inch  concrete
     monument  on  the  Northeast  corner  of  said  Section   26
     (Northwest corner of said Section 25); thence continue South
     76 12' 14" East 1359.55 feet to a point of intersection with
     the Southerly extension of the Easterly line of Parcel A  of
     Tract  308  of  said Section 25; and end  of  centerline  of
     survey herein described; said point being 518.40 feet  South
     2 00' 23" West of a capped rod (RLS # 2535) on the Northeast
     corner of said partial A; containing 1080 square feet,  more
     or less.