PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
              (Applebee's Restaurant - Destin, FL)
                                
                                
THIS CO-TENANCY AGREEMENT,

Made  and  entered into as of the 21 day of March, 1997,  by  and
between   The  Thomas  W.  Adamson  Family  Limited  Partnership,
(hereinafter  called "Adamson"), and AEI Real Estate  Fund  XVIII
Limited  Partnership (hereinafter called "Fund XVIII")  (Adamson,
Fund  XVIII  (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).  This Co-Tenancy
Agreement  supersedes in its entirety that certain  Property  Co-
Tenancy Ownership Agreement dated March 10, 1997.

WITNESSETH:

WHEREAS, Fund XVIII presently owns an undivided 37.9481% interest
in  and  to,  and  Adamson presently owns an  undivided  31.2892%
interest  in  and  to,and Kent T. Wood and Kimberly  Pasini  Wood
presently own an undivided 11.0814% interest in and to,  and  The
John  Pasini  and Elvia Pasini Trust presently own  an  undivided
12.6222% interest in and to; and Joseph Nicoletta presently  owns
an undivided 7.0591% interest in and to the land, situated in the
City  of Destin, County of Walton, and State of Florida, (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 Adamson's  interest
by  Fund  XVIII;  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 Adamson 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 XVIII, or its designated agent, successors  or
assigns. Provided, however, if Fund XVIII shall sell all  of  its
interest  in  the  Premises, the duties and obligations  of  Fund
XVIII  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 XVIII  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 XVIII as  their  sole  and
exclusive  agent  to deal with, and Fund XVIII retains  the  sole
right  to deal with, any property agent or tenant and to monitor,
execute  and  enforce  the terms of leases of  space  within  the
Premises,  including but not limited to any amendments,  consents
to  assignment, sublet, releases or modifications  to  leases  or
guarantees  of  lease  or easements affecting  the  Premises,  on
behalf  of  Adamson.  Only Fund XVIII may obligate  Adamson  with
respect  to  any  expense for the Premises.   Adamson  agrees  to
direct any inquiry respecting the Premises or of a tenant in  the
Premises to Fund XVIII, and subject to the provisions of the last
paragraph  of  section 2, shall not contact such tenants  without
Fund  XVIII's written approval, as long as Fund XVIII retains  an
interest in the Premises.





Co-Tenant Initial: /s/ GEA /s/ WKA
Co-Tenancy Agreement for Applebee's Restaurant - Destin, FL



      As  further  set  forth in paragraph 2 hereof,  Fund  XVIII
agrees  to require any Tenant of the Premises to name Adamson  as
an  insured  or  additional  insured in  all  insurance  policies
provided for, or contemplated by, any lease on the Premises. Fund
XVIII shall use its best efforts to obtain endorsements adding Co-
Tenants   to  said  policies  from  Tenant  within  30  days   of
commencement  of this agreement. In any event, Fund  XVIII  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 XVIII may offset
against, pay to itself and deduct from any payment due to Adamson
under  this  Agreement,  and may pay  to  itself  the  amount  of
Adamson's share of any legitimate expenses of the Premises  which
are  not paid by Adamson to Fund XVIII or its assigns, within ten
(10)  days  after  demand by Fund XVIII. In the  event  there  is
insufficient  operating  income from which  to  deduct  Adamson's
unpaid share of operating expenses, Fund XVIII 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.

Adamson  has no requirement to, but has, nonetheless, elected  to
retain,  and  agrees to annually reimburse,  Fund  XVIII  in  the
amount of $785 for the expenses, direct and indirect, incurred by
Fund  XVIII  in  providing Adamson with quarterly accounting  and
distributions of Adamson's share of net income and for  tracking,
reporting  and  assessing the calculation of Adamson's  share  of
operating  expenses  incurred from  the  Premises.  This  invoice
amount   shall  be  pro-rated  for  partial  years  and   Adamson
authorizes Fund XVIII to deduct such amount from Adamson's  share
of  revenue  from  the  Premises.   Adamson  may  terminate  this
agreement   in   this   paragraph   respecting   accounting   and
distributions at any time and seek 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
XVIII pursuant to Section 1 hereof.

3.    Full, accurate and complete books of account shall be  kept
in  accordance  with generally accepted accounting principles  at
Fund  XVIII's  principal office, and each  Co-Tenant  shall  have
access  to  such books and may inspect and copy any part  thereof
during  normal business hours. Within ninety (90) days after  the
end  of  each  calendar year during the term hereof,  Fund  XVIII
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,  Adamson
shall be entitled to receive 31.2892% 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 XVIII, shall,



Co-Tenant Initial: /s/ GEA /s/ WKA
Co-Tenancy Agreement for Applebee's Restaurant - Destin, FL





within  fifteen (15) business days after receipt of notice,  make
payment to Fund XVIII 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  property management 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
October  31,  2021  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  Premises and with the title thereto. Once any person,  party
or  entity has ceased to have an interest in fee in the Premises,
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;

If to Fund XVIII:

AEI Real Estate Fund XVIII Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota  55101

If to Adamson:
The Thomas W. Adamson Family Limited Partnership
Gerald Adamson
206 Palm Avenue
Bullhead City, AZ  86430

Wayne Adamson
1400 W. Walnut
Marion, IL  62959

If to Wood:

Kent T. Wood and Kimberly Pasini Wood
1550 Monte Vista Drive
Reno, NV  89509



Co-Tenant Initial: /s/ GEA /s/ WKA
Co-Tenancy Agreement for Applebee's Restaurant - Destin, FL





If to Pasini:

John Pasini and Elvia Pasini, Trustees
4000 Bitter Creek Court
Reno, NV  89509

If  to Nicoletta:

Joseph Nicoletta
5727 Camellia
North Hollywood, CA  91601


Each mailed notice or election shall be deemed to have been given
to,  or served upon, the party to which addressed on the date the
same  is  deposited in the United States certified  mail,  return
receipt  requested,  postage prepaid, or given  to  a  nationally
recognized  courier  service guaranteeing overnight  delivery  as
properly addressed in the manner above provided. Any party hereto
may  change  its address for the service of notice  hereunder  by
delivering  written notice of said change to  the  other  parties
hereunder, in the manner above specified, at least ten (10)  days
prior to the effective date of said change.

9.    This  Agreement shall not create any partnership  or  joint
venture  among or between the Co-Tenants or any of them, and  the
only  relationship  among  and between the  Co-Tenants  hereunder
shall  be  that  of owners of the premises as tenants  in  common
subject to the terms hereof.

10.    The  unenforceability or invalidity of  any  provision  or
provisions  of  this Agreement as to any person or  circumstances
shall  not render that provision, nor any other provision hereof,
unenforceable or invalid as to any other person or circumstances,
and  all  provisions hereof, in all other respects, shall  remain
valid and enforceable.

11.   In  the  event  any litigation arises between  the  parties
hereto  relating  to  this Agreement, or any  of  the  provisions
hereof, the party prevailing in such action shall be entitled  to
receive  from the losing party, in addition to all other  relief,
remedies  and  damages  to  which it is otherwise  entitled,  all
reasonable  costs  and expenses, including reasonable  attorneys'
fees,  incurred by the prevailing party in connection  with  said
litigation.






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Co-Tenant Initial: /s/ GEA /s/ WKA
Co-Tenancy Agreement for Applebee's Restaurant - Destin, FL
                                

IN WITNESS WHEREOF, The parties hereto have caused this Agreement
to  be executed and delivered, as of the day and year first above
written.

Adamson   The Thomas W. Adamson Family Limited Partnership

          By: /s/ Gerald E Adamson
                  Gerald E. Adamson, general partner

          WITNESS:
          /s/ Carlos F Andres
              Carlos Francisco Andres
              (Print Name)
     
          WITNESS:
          /s/ Barbara Adamson
              Barbara Adamson
              (Print Name)                       [notary seal]
                                          /s/   Carlos  Francisco Andres
STATE OF Arizona
                  ) ss
COUNTY OF Mohave

I,  a Notary Public in and for the state and county of aforesaid,
hereby certify there appeared before me this 15 day of 03,  1997,
Gerald  E.  Adamson, general partner, who executed the  foregoing
instrument  in  said capacity and on behalf of the  said  limited
partnership.

          By:/s/ Wayne K Adamson
                 Wayne K. Adamson, general partner

          WITNESS:
          /s/ Janice McGinness
              Janice McGinness
              (Print Name)
     
          WITNESS:
          /s/ Darlene Brock
              Darlene Brock
              (Print Name)

STATE OF Illinois    )
                        ) ss
COUNTY OF Williamson )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 18th day of  March,
1997,  Wayne  K..  Adamson,  general partner,  who  executed  the
foregoing instrument in said capacity and on behalf of  the  said
limited partnership.


               [notary seal]
          /s/ Jesse W Berry
          Notary Public - Williamson County




Co-Tenant Initial: /s/ GEA /s/ WKA
Co-Tenancy Agreement for Applebee's Restaurant - Destin, FL





Fund XVIII AEI Real Estate Fund XVIII Limited Partnership

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

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


          WITNESS:
     
          /s/ Laura Steidl     
              Laura Steidl
              (Print Name)
     
          WITNESS:
     
          /s/ Joan M Picquet     
              Joan M. Picquet
              (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 26th day of  March,
1997,  Robert P. Johnson, President of AEI Fund Management XVIII,
Inc.,  corporate general partner of AEI Real Estate  Fund  XVIIII
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]


Co-Tenant Initial: /s/ GEA /s/ WKA
Co-Tenancy Agreement for Applebee's Restaurant - Destin, FL







     
     
     
                                     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.