ASSET PURCHASE AGREEMENT
                          (SLIDELL, LA)

      THIS  ASSET  PURCHASE AGREEMENT (this  "Agreement"),  dated
September  18, 2000, is between AEI REAL ESTATE FUND XVI  LIMITED
PARTNERSHIP, a Minnesota limited partnership, and AEI REAL ESTATE
FUND  XVIII  LIMITED PARTNERSHIP, a Minnesota limited partnership
(hereinafter   individually,  interchangeably  and   collectively
called   "Seller")  and  SOUTHERN  RIVER  RESTAURANTS,   LLC,   a
Mississippi   limited   liability   company,   or   its   nominee
(hereinafter collectively called "Purchaser").

      WHEREAS,  Gulf  Coast Restaurants, Inc. (the  "Debtor")  is
currently a Debtor-in-Possession in Proceedings No. 98-80398-MHM,
Chapter 11, pending before the United States Bankruptcy Court for
the Northern District of Georgia (the "Court"); and

      WHEREAS, Purchaser has committed to purchase and the Debtor
has  committed to sell thirteen (13) of the restaurants now owned
or  operated  by Debtor in accordance with the provisions  of  11
U.S.C.   363,  and pursuant to a bid offer filed with  the  Court
September  1,  2000 (the "Bid"), which has been approved  by  the
Court; and

     WHEREAS,  Seller, along with other owners who are affiliates
of  Seller  or  its  general partner  are  the  owners  of  three
restaurants (collectively the "Restaurants") which are leased  to
the  Debtor pursuant to those certain lease agreements more fully
described on EXHIBIT "B", attached hereto (as the same  may  have
been assigned, the "Leases" and each a "Lease"); and

      WHEREAS,  Seller  hereby commits to  sell  the  Assets,  as
hereinafter  defined, to Purchaser, subject to and in  accordance
with   the  representations,  warranties,  terms  and  conditions
specified herein; and

      WHEREAS,  the Purchaser and Seller desire to  set  forth  a
binding  agreement for the purchase and sale of the Assets  owned
by the Seller, all as provided herein;

      NOW THEREFORE, for the considerations set forth below,  the
Purchaser and Seller do hereby agree as follows.

      1.    BINDING AGREEMENT TO ACQUIRE CERTAIN ASSETS.   Seller
agrees  to sell and convey to Purchaser, and Purchaser agrees  to
purchase from Seller the following:

          A.    Real  Estate:  Seller's interest in the immovable
(real)   property  located  in  the  State  of  Louisiana,   more
particularly described on EXHIBIT "A", attached hereto and made a
part hereof, together with any rights-of-way, servitudes or other
benefits appurtenant thereto, and together with Seller's interest
in  any  and all buildings, improvements, leasehold improvements,
fixtures  and  components located thereon (sometimes  hereinafter
referred to collectively as the "Real Property", and the building
improvements  located thereon are sometimes hereinafter  referred
to collectively as the "Building").

          B.    Personal Property:  Any and all right, title  and
interest  of  Seller  if  any, in and to  any  and  all  personal
property  located at or within any and all of the above-described
Real   Property,  including  without  limitation,  any  and   all
furniture  (whether attached or unattached to the Building),  and
any  and  all  fixtures  and  signage  (hereinafter  collectively
referred to as the "Personal Property").

          The  foregoing described Real Property and the Personal
Property,  together with Seller's interest in and under  each  of
the  Lease,  are  sometimes hereinafter collectively  called  the
"Assets".

          An exact updated legal description of the Real Property
shall  be  provided,  in  accordance with  the  certified  survey
provided  for in Article 5 herein and Seller agrees to execute  a
quitclaim  deed  (in  addition  to  the  Limited  Warranty   Deed
described  in  Paragraph  3A  below)  attaching  the  new   legal
description.

     2.    PRICE.   The  purchase price for  the  Assets  is  ONE
MILLION  THREE  HUNDRED  NINETEEN  THOUSAND  AND  NO/100  DOLLARS
($1,319,000.00).  The Purchase Price shall be payable at  Closing
(as  hereinafter  described)  in  cash  or  current  and  readily
available  funds  (subject  to  adjustments  and  prorations   as
hereinafter set forth).

     3.   CONVEYANCE DOCUMENTS AND DISCLAIMER OF WARRANTIES.

          A.    CONVEYANCE  DOCUMENTS.  Seller shall  convey  the
Real  Property  free  and clear of any liens or  encumbrances  by
conveyance  and/or assignment instruments in form  and  substance
satisfactory  to  Purchaser  and the Title  Company,  as  defined
below, subject only to current real estate taxes, not delinquent,
and Permitted Exceptions, as defined below; with limited warranty
of  title  as to the Real Property (as to Seller's own  acts  and
deeds  and as to claims arising by, through or under the Seller).
Seller agrees to execute and deliver to Purchaser at Closing  (a)
a  Non-Foreign Affidavit, (b) an Owner's Affidavit certifying  to
Seller's knowledge, among other things, that there are no  unpaid
mechanic's liens affecting Seller's interest in the Real Property
that  will not be satisfied at closing, that there are  no  liens
affecting  any  of  the Real Property, that  there  has  been  no
construction  work conducted by or at the instance of  Seller  at
the Real Property for the last 120 days for which the contractors
and/or subcontractors performing such work have not been paid  in
full,  that  all taxes and special assessments that are  due  and
payable affecting each Real Property have been paid in full, that
the  Seller or the Debtor is in possession of the Assets and that
to Seller's knowledge there are no unrecorded leases or subleases
affecting the Real Property, other than the Leases, (c) any other
affidavit,  statement, or other document reasonably  required  by
the  Title Company specified in Article 5 as a condition for  the
issuance  of the title insurance policy(ies) provided for  below,
including  without  limitation the affidavit  regarding  Seller's
representations and warranties set forth in Article 13 below, and
(d)  a  Quitclaim  Bill of Sale conveying all of Seller's  right,
title and interest in and to the Personal Property.

          B.    DISCLAIMER  OF  WARRANTIES; "AS  IS"  CONVEYANCE;
INSPECTION.  PURCHASER ACKNOWLEDGES AND AGREES WITH  SELLER  THAT
(1)  PURCHASER IS PURCHASING THE ASSETS AT CLOSING IN AN "AS  IS"
CONDITION  "WITH  ALL  FAULTS"  AND  SPECIFICALLY  AND  EXPRESSLY
WITHOUT  ANY  WARRANTIES, REPRESENTATIONS OR  GUARANTEES,  EITHER
EXPRESS OR IMPLIED, OF ANY KIND, NATURE, OR TYPE WHATSOEVER  FROM
OR  ON BEHALF OF THE SELLER; AND (2) EXCEPT FOR THE WARRANTIES OF
TITLE  CONTAINED HEREIN OR TO BE CONTAINED IN THE ACT OF SALE  TO
BE EXECUTED BY SELLER, SELLER HAS NOT, DOES NOT, AND WILL NOT (a)
MAKE  ANY  WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED,  OR
ARISING BY OPERATION OF LAW, INCLUDING, BUT IN NO WAY LIMITED TO,
ANY  WARRANTY  OF  CONDITION,  MERCHANTABILITY,  HABITABILITY  OR
FITNESS  FOR  A  PARTICULAR USE, OR WITH RESPECT  TO  THE  VALUE,
PROFITABILITY, OR MARKETABILITY OF THE ASSETS, OR  (b)  MAKE  ANY
REPRESENTATION  OR  WARRANTY WITH REGARD TO COMPLIANCE  WITH  ANY
ENVIRONMENTAL  PROTECTION, POLLUTION OR  LAND  USE  LAWS,  RULES,
REGULATIONS ORDERS OR REQUIREMENTS INCLUDING BUT NOT  LIMITED  TO
THOSE  PERTAINING TO THE HANDLING, GENERATING, TREATING,  STORING
OR DISPOSING OF ANY HAZARDOUS WASTE OR SUBSTANCE.

          Purchaser acknowledges that except as set forth herein,
(a)  Purchaser  has  not  relied, and is not  relying,  upon  any
information, document, sales brochures or other literature,  maps
or  sketches,  projection,  proforma, statement,  representation,
guarantee  or warranty (whether express or implied,  or  oral  or
written,  or material or immaterial) that may have been given  by
or  made by or on behalf of Seller; and (b) Seller shall not make
any  warranties or representations as to (i) the quality, nature,
adequacy, or physical condition of the Assets including, but  not
limited   to,   foundations,  the  structural   elements,   roof,
appurtenances,  parking,  plumbing,  electrical  systems,   HVAC,
access, landscaping, sewage or utility systems, or facilities  at
the  Assets,  if  any;  (ii)  the quality,  nature,  adequacy  or
physical  condition of soils or the existence of ground water  at
the  Assets;  (iii) the existence, quality, nature,  adequacy  or
physical condition of any utilities serving the Assets; (iv)  the
development  potential  of  the  Assets,  its  habitability,   or
fitness, suitability or adequacy of the Assets for any particular
purpose; (v) the zoning or other legal status of the Assets; (vi)
the  Assets'  or  its operations' compliance with any  applicable
codes,   laws,  regulations,  statutes,  ordinances,   covenants,
conditions    or    restrictions   of   any    governmental    or
quasi-governmental entity or of any other person or entity; (vii)
the  quality of any labor or materials relating in any way to the
Assets;  or  (viii) the condition of title to the Assets  or  the
nature,  status and extent of any right of way, lease,  right  of
redemption, reservations, covenant, condition, restriction or any
other matter affecting title to the Assets.

           Purchaser further acknowledges that Purchaser has  had
and/or  will  be given, pursuant to this Agreement,  an  adequate
opportunity to make such legal, factual, and other inquiries  and
investigations  as  Purchaser  deems  necessary,  desirable,   or
appropriate  with  respect  to the Assets.   Such  inquiries  and
investigations of Purchaser shall be deemed to include, but shall
not  be  limited to, any leases and contracts pertaining  to  the
Assets,  the  physical components of all portions of the  Assets,
the  condition of the Assets, such state of facts as an  accurate
survey  and inspection would show, the present and future  zoning
ordinances, resolutions and regulations of the city, county,  and
state where the Assets is located and the value and marketability
of the Assets.

           Without  in  any  way limiting the generality  of  the
preceding subparagraphs of this section, but subject to  Sections
13  and 14 of this Agreement, Purchaser specifically acknowledges
and agrees that as of the date of Closing, Purchaser shall waive,
release, and discharge any claim it has, might have had,  or  may
have  against  the  Seller with respect to the condition  of  the
Assets,  either  patent or latent, its ability  or  inability  to
obtain  or maintain building permits, either temporary  or  final
certificates  of occupancy, or licenses for the use or  operation
of  the Assets, and/or certificates of compliance for the Assets,
the  actual or potential income or profits to be derived from the
Assets,  the  real estate taxes or assessments now  or  hereafter
payable   thereon,   the   compliance  with   any   environmental
protection,  pollution, or land use laws, rules,  regulations  or
requirements,  and  any  other state of facts  which  exist  with
respect to the Assets.

       4.     EARNEST   MONEY.   Purchaser  shall  deposit   with
Capdevielle Title Corporation (the Title Agent"), as escrow agent
and  agent  for the Title Company, as defined below, the  sum  of
Twenty  Five Thousand and 00/100 Dollars ($25,000.00), as earnest
money, contemporaneously with the execution of this Agreement  by
Purchaser,  to  be held in Title Agent's interest  bearing  trust
account  (with interest accruing to the benefit of the Purchaser)
and  to  be credited against the Purchase Price at Closing  (said
earnest   money,  and  any  and  all  interest  accrued  thereon,
hereinafter   collectively  called  the  "Deposit").    Purchaser
acknowledges and agrees that the Deposit is nonrefundable  except
to the extent provided in paragraph 6(c).

      5.   TITLE INSURANCE.  Seller and Purchaser acknowledge and
agree that Purchaser intends to obtain from Title Agent a current
Commitment for Title Insurance based upon Chicago Title Insurance
Company  Commitment  No. 01508.0736 in favor  of  Applejazz,  LLC
("Applejazz") issued August 17, 2000, effective August  11,  2000
("Title  Commitment")  covering  each  Real  Property  issued  by
Chicago  Title  Insurance Company (the "Title Company"),  whereby
the  Title  Company commits to issue to Purchaser a current  form
ALTA   Owner's  Policy  of  Title  Insurance  (collectively   and
interchangeably,  the  "Title Policy")  with  extended  coverage,
subject  only  to the matters identified on Exhibit "C"  attached
hereto and incorporated herein by reference, the Leases, existing
zoning,  sewer, drainage and other public utility  servitudes  of
record,  liens  for ad valorem taxes which are not  yet  due  and
payable,   subdivision  or  other  covenants,  restrictions   and
easements  which  do not adversely affect the  use  of  the  Real
Property for its current uses, and any other exceptions agreed to
by  Purchaser  in writing (collectively "Permitted  Exceptions").
Purchaser,  at  its option, may also obtain an ALTA/ACSM  "Urban"
Class  certified survey of any of the Real Property  satisfactory
to Purchaser, in its sole opinion (hereinafter, the "Survey(s)"),
bearing  a  legal  description,  made  by  a  licensed  surveyor.
Purchaser  has obtained or shall obtain from Applejazz copies  of
any  prior  title evidence, such as a current abstract  or  title
policy,   and  any  prior  surveys  Seller  may  have  previously
delivered to Applejazz, of any of the  Real Property to  expedite
further  examination of title.  Purchaser and Seller  acknowledge
and  agree  that  Purchaser is hereby deemed to  have  raised  as
objections,  effective  as of the date  of  this  Agreement,  the
matters  set  forth  in  that  certain  letter  from  counsel  to
Applejazz dated August 21, 2000 (collectively "Defects").  Seller
shall make a good faith effort to so cure such Defects and Seller
shall  have twenty (20) days from the date of Purchaser's  notice
of such Defects to furnish evidence to the extent the Defects are
cured  or  removed.   If  Seller is unable to cure  such  Defects
within  said  twenty (20) days, Purchaser may, at  its  election,
take the title as it then is upon giving to Seller notice of such
election and tendering performance on its part, or Purchaser  may
exercise  its rights to lease any of the Real Properties affected
by  such Defects as provided under paragraph 6(c).  Closing shall
be  an  insured  closing  so that when title  is  transferred  to
Purchaser,  the  Title  Policy(ies),  as  aforesaid,   shall   be
delivered to Purchaser subject only to the Permitted Exceptions.

      6.   INSPECTIONS.   (a) Seller hereby grants Purchaser, its
agents,  employees or representatives a period of time commencing
on  the  Effective  Date and ending on September  25,  2000  (the
"Inspection  Period"; 5:00 p.m. central time on the last  day  of
the  Inspection Period shall hereinafter be referred  to  as  the
"Inspection  Notification  Date")  to  conduct  such  feasibility
analyses, studies and investigations and with the approval of the
Debtor  to enter upon the Property at any time, and from time  to
time,  at  any  time approved by Debtor, to conduct  soil  tests,
borings,  percolation tests and any other tests,  inspections  or
examinations which Purchaser deems necessary or advisable, it its
sole discretion, and to review that certain Phase I Environmental
Assessment Update of the Applebee's Neighborhood Grill Restaurant
for the Real Property delivered to Applejam, Inc. under cover  of
letter dated August 25, 2000 from Malcolm Pirrie, Inc., a copy of
which  Purchaser intends to obtain from Applejazz (the "Report").
At  Seller's  option,  Seller may have a  representative  present
during  any  on  site  inspection of  the  Personal  Property  or
Building, or during any Re-Inspection (as defined below)  of  the
same.   In  furtherance  of  the foregoing,  and  to  assist  the
Purchaser in its Inspections of the Real Property, Purchaser  has
obtained  or  will obtain from Applejazz copies of  the  existing
Lease,  environmental  reports,  title  insurance  policies,  and
surveys  concerning  the Real Property.  With Debtor's  approval,
Seller hereby grants to Purchaser, its agents or contractors, the
right  to  enter upon the Real Property and within  the  Building
thereon to make the Inspections and the Surveys described herein.
Purchaser's  entry onto the Real Property shall  be  at  its  own
risk.  In connection with any such Physical Inspections conducted
by  Purchaser and its agents or contractors, Purchaser  covenants
and  agrees that all such work and tests performed by or  at  the
request of Purchaser shall be nondestructive and Purchaser shall,
immediately upon any request of Seller, restore the Assets to the
condition thereof existing immediately prior to any such work  or
tests.   Seller  makes no warranty or representation  as  to  the
quality,  accuracy  or  completeness of any  of  the  information
delivered  to  Purchaser in accordance with this section  or  the
ability  of  Purchaser to rely thereon.  Purchaser hereby  agrees
that  Purchaser shall be completely responsible for all acts  and
omissions   of   itself,  its  agents,  and  representatives   in
exercising  such  right and privilege granted in this  paragraph,
and Purchaser hereby indemnifies Seller and agrees to hold Seller
free  and  harmless from and against any and all  losses,  costs,
damages,  and expenses (including, without limitation, attorney's
fees,  costs of litigation, and the cost and expense of  removing
or  bonding  any  liens affecting the Assets)  ever  suffered  or
incurred  by Seller by reason of the exercise of the  rights  and
privileges  granted to Purchaser in this paragraph or the  breach
of   Purchaser's  covenant  to  restore  contained  herein.   The
indemnity  contained in the immediately preceding sentence  shall
expressly  survive  the  Closing  or  any  termination  of   this
Agreement.

           (b)   Purchaser shall have the right, at  its  option,
(with  a  representative of Seller present, if Seller so chooses)
to  re-inspect  the  Personal Property  and  Building  (the  "Re-
Inspection") immediately prior to Closing.  In the event such Re-
Inspection  reflects that Personal Property or the  Building  has
materially declined in condition other than normal wear and  tear
since the prior Physical Inspection,  or any portion thereof  has
been  removed since the Physical Inspection without  having  been
replaced with similar Personal Property, Purchaser shall look  to
the  Debtor for any costs, damages or reimbursement, and  not  to
Seller.

           (c)   In  the event Purchaser, in its sole discretion,
shall determine that any of the Assets are unsuitable to purchase
for  one  of  the reasons set forth in this Paragraph 6(c),  then
Purchaser shall give to Seller written notice no later  than  the
Inspection Notification Date of (i) Defects or (ii) if the Report
reveals  the presence of environmental contaminants in  violation
of applicable environmental laws other than de minimus quantities
of substances which technically could be considered environmental
contaminants provided that such substances are of a type and  are
held in a quantity normally used in connection with the occupancy
or  operation  of  comparable restaurants  or  commonly  used  as
cleaning  or office supplies and are being held, stored and  used
in  compliance with all applicable environmental laws, and  which
are  not  described in that certain Phase I Environmental  report
the  cover page of which is attached as EXHIBIT "D", (any or  all
of  which  such  conditions are hereinafter "Deficiencies"),  and
Seller  shall have thirty (30) days from the date of  receipt  of
such  notice (1) to effect a cure of such Deficiencies, provided,
however, that such Deficiency is not readily susceptible to  cure
within  thirty  (30)  days, with the consent of  the  Purchaser's
lender,  Seller shall have a reasonable period of time under  the
circumstances  to effect such cure if the Seller  commences  such
curative   efforts  within  such  thirty  (30)  day  period   and
thereafter diligently continues such efforts until the completion
of  the  cure,  or (2) to advise Purchaser that it  will  not  or
cannot cure such Deficiencies whereupon Purchaser shall have  the
option,  in  its  sole discretion, to elect (i) to  purchase  the
Assets  notwithstanding the Deficiencies for the Purchase  Price,
or  (ii)  to terminate this Agreement and, at Purchaser's option,
(x)  assume Debtor's interest in the Lease applicable to the Real
Property  (the "Subject Lease") and enter into a modification  of
the  Subject Lease with Seller on terms set forth in the  Subject
Lease,  modified only as necessary, to provide that  the  maximum
total  rental due to Seller under the Subject Lease is 7% of  the
gross  sales  of  foods  and beverages at the  Restaurant  to  be
operated  on  the  Real  Property, or (y) terminate  the  Subject
Lease.   Notwithstanding anything herein to the contrary, in  the
event   that   Seller's   curative  efforts   with   respect   to
contamination are not completed by October 24, 2000, but will  be
completed within 180 days thereafter, Purchaser agrees  to  lease
the  Real  Property in accordance with the immediately  preceding
sentence until such curative efforts are completed, at which time
Purchaser  shall purchase the Assets for the Purchase Price.   In
the event of a conflict between this paragraph 6(c) and any other
term  or provision of this Agreement, the terms of this Paragraph
shall control.

           (d)  In the event Purchaser fails to make objection to
any  alleged  Deficiencies by the Inspection  Notification  Date,
Purchaser  shall  be deemed to have approved the  Assets  in  all
matters related thereto.

     7.   CONDITIONS PRECEDENT.

            A.     FOR   PURCHASER'S  BENEFIT.    Seller   hereby
acknowledges that Purchaser has advised Seller of its  intent  to
initially use the Real Property as an Applebee's restaurant  with
associated   bar   serving  alcoholic  beverages   (collectively,
"Purchaser's Intended Use").  This purchase and sale  is  subject
to  the  satisfaction, or waiver by Purchaser, of  the  following
conditions  and covenants prior to the Closing Date  (hereinafter
defined):

               1.       There shall be no outstanding Defects  or
Deficiencies.

           B.   FOR SELLER'S BENEFIT.  As conditions precedent to
Seller's obligations under this Agreement:

               1.    All  rents  and other amounts then  due  and
payable  under the Subject Lease shall have been paid in full  by
the Debtor.

          C.    FAILURE OF CONDITIONS.  In the event that any  of
the  foregoing  Conditions Precedent have not been  satisfied  or
complied  with,  or  waived  by  Purchaser,  or  by  Seller,   as
applicable,  on or before October 24, 2000, as such date  may  be
extended  by rights of parties under express provisions  of  this
Agreement, Purchaser or Seller may, at its option terminate  this
Agreement;  in  which  case, the Deposit  shall  be  returned  to
Purchaser and the parties shall thereafter be released  from  any
further liability hereunder, except with respect to the Condition
Precedent  in  Section 7.A.1, as to which Purchaser may  exercise
its rights under Section 6(c)(i) or (ii).

      8.    EMINENT DOMAIN; DAMAGE.  If prior to Closing any part
of  the  Real  Property  is condemned or appropriated  by  public
authority or any party exercising the right of eminent domain, or
if  any  Building  is destroyed or materially  damaged  by  fire,
windstorm,  explosion or other casualty, Purchaser  may,  at  its
option, terminate the Agreement or elect to close notwithstanding
such  casualty or condemnation, in which case the Purchase  Price
shall be reduced by the amount of Seller's award and/or insurance
proceeds, or if such condemnation and/or insurance award  is  not
yet  determined,  the Purchase Price shall remain  the  same  and
Seller  shall assign to Purchaser at Closing its rights  in  such
award.

      9.    RISK OF LOSS.  Prior to Closing, the risk of loss  or
damage to the Assets shall remain with Seller.

      10.   CLOSING; ESCROW; AND CLOSING EXPENSES.   Closing  and
settlement (the "Closing") shall take place through escrow at the
office of the Title Agent referenced in Article 4 above, via mail
delivery  of  the  closing documents, and otherwise  at  a  place
mutually agreed to by the parties, on or before October 24, 2000,
as  such  date may be extended by rights of parties under express
provisions  of  this Agreement (the "Closing  Date").   Prior  to
Closing  in escrow, Purchaser shall submit to Seller for approval
a copy of the proposed conveyance documents.  Prior to Closing in
escrow,  Seller  shall submit to Purchaser a  copy  of  the  most
recent  tax  bills.   All current real estate  taxes  are  to  be
prorated  as of 11:59 p.m. on the date prior to the Closing  Date
(the  "Proration Time"), and if the amount of such taxes  is  not
then  ascertainable, the prorating shall be on the basis  of  the
amount of the most recent ascertainable taxes.  Any past due  and
unpaid special assessments, shall be paid by Seller at Closing or
Purchaser  shall receive an adjustment in the Purchase  Price  to
cover  the cost of the special assessment(s).  Any other  special
assessments  shall  be prorated as of the  Proration  Time.   All
transfer  and  conveyance  taxes and/or  documentary  transaction
taxes  and  special real estate taxes related to  conveyance,  if
any, shall be paid for by the Seller.  All base rent, common area
maintenance charges and other monetary charges under  the  Leases
shall be prorated as of the Proration Time.  All percentage rent,
if  any,  payable under the Leases shall be prorated  as  of  the
Proration  Time.  The cost of recording the conveyance  documents
called  for  herein  shall be paid for by Purchaser.   All  title
curative  work,  including the cost of  recording  any  documents
required  therewith, shall be paid for by Seller.   Any  and  all
closing  costs and escrow fees and other costs related to Closing
shall  be equally divided between Seller and Purchaser. Purchaser
shall  pay  for the cost of the Survey inspections  described  or
permitted  under Paragraph 6 and all title searches  and  charges
and  title  premiums.  Each party shall bear its  own  attorney's
fees.

      11.   TIME OF THE ESSENCE; DEFAULT.  Time is of the essence
of  this Agreement.  If Purchaser defaults hereunder and fails to
cure  said  default  within thirty (30)  days  after  receipt  of
written  notice  thereof from Seller stating the  nature  of  the
default and the actions needed, then, upon demand of Seller, said
Deposit  shall  be  forfeited  as  liquidated  damages  and  this
Agreement shall become null and void.  It is specifically  agreed
by Seller and Purchaser that Seller's sole remedy in the event of
a  default  by  Purchaser under this Agreement shall  be  limited
solely  to  retention of the Deposit as liquidated  damages,  and
Seller  waives  any and all other damages and  causes  of  action
which  may have arisen pursuant to law, and that Seller's damages
in the event of a breach or default by Purchaser are difficult to
ascertain  at this time and the Deposit is a reasonable  estimate
of such damages and is not intended to be a penalty.

           If  Seller  defaults hereunder, or if  the  Seller  is
unable or unwilling to deliver title to any of the Assets on  the
Closing  Date  in the manner required herein, and fails  to  cure
said  default  within thirty (30) days after receipt  of  written
notice  thereof from Purchaser, the Deposit shall be returned  to
Purchaser only pursuant to the terms of paragraph 6(c) and in all
other  events  shall  be delivered promptly to  Seller,  and  the
Purchaser  may  demand specific performance  or  seek  any  other
remedy, available at law or in equity.

           If  either  party  hereto is required  to  engage  the
services of an attorney to enforce any of the provisions  hereof,
the  prevailing party may collect its reasonable attorney's  fees
actually incurred in connection with such actions.

      12.  NOTICE.  All notices and demands herein required shall
be  in  writing  and  shall be sent by either (a)  United  States
Certified Mail, return receipt requested, postage prepaid, or (b)
national overnight delivery service with return receipt, delivery
charge  prepaid, or (c) by fax notice with printed  confirmation,
to  Seller  at  AEI Fund Management, 1300 Minnesota  World  Trade
Center,  30  Seventh Street East, St. Paul, Minnesota 55101-4901,
Attention:  Mr.  Mark Larson, Chief Financial Officer,  Facsimile
No.  (651)  227-7705,  with  copy  to  Troutman  Sanders  at  600
Peachtree Street, N.E., Suite 5200, Atlanta, GA 30308, Attention:
A.  Michelle  Willis, Esq., Facsimile No. (404) 962-6722;  or  to
Purchaser  at  Paradise  Foods, Inc., 417 Main  Street,  Natchez,
Mississippi 39120, Attention: David Paradise, Facsimile No. (601)
445-4397,  with a copy to Paul, Hastings, Janofsky & Walker  LLP,
600  Peachtree Street, N.E., Suite 2400, Atlanta, Georgia  30308,
Attention:  Eric W. Anderson, Esq., Facsimile No. (404) 815-2424.
Notices  sent by United States Certified Mail as set forth  above
shall be effective five (5) days after the same is deposited with
the  United States Postal Service, postage prepaid.  Notices sent
by  national overnight courier service shall be effective one (1)
day after depositing the same with such courier service, delivery
fee  prepaid, marked for next day delivery.  Notices sent by  fax
shall  be  effective  on  the  same  business  day  provided  the
confirmation reflects the recipient received the same before 5:00
p.m., recipient's time; otherwise, such notice shall be effective
on the next business day.

      13.  COVENANTS.  Seller represents, covenants and warrants,
in   addition   to  any  other  representations,  covenants   and
warranties contained in this Agreement, that (a) Seller owns good
and valid title to all of the Assets subject to the Subject Lease
and  Permitted  Exceptions, only; (b) closing of the  transaction
contemplated herein will not violate the terms of any  agreements
that Seller may have with any other parties, including mortgages,
stand  still agreements, and cease and desist orders and any  by-
laws of Seller, or to the best of Seller's knowledge, any law  or
ordinance; (c) Seller has received no notice of, and to  Seller's
actual  knowledge,  there are no actions,  suits  or  proceedings
pending against, by or affecting Seller which affect title to the
Assets or which questions the validity or enforceability of  this
Agreement  or of any action taken by Seller under this Agreement,
in  any  court or before any governmental authority, domestic  or
foreign;  and Seller has received no notice of, and  to  Seller's
actual  knowledge,  there  are  no pending  condemnation  actions
involving  all  or  any portion of the Assets;  (d)  to  Seller's
actual  knowledge,  other than the Subject Lease,  there  are  no
leases  with  Seller,  including  without  limitation,  billboard
leases,  or  other  agreements for use, occupancy  or  possession
presently in force with respect to all or any portion of the Real
Property,  and  the  Subject Lease is (and shall  be  as  of  the
Closing  Date)  in  full  force and  effect;  (e)  [intentionally
deleted];  (f) [intentionally deleted]; (g) between the  date  of
this Agreement and the Closing Date, the Seller will not grant or
enter  into any agreement with any party other than the Purchaser
providing  for  the  sale, lease, option  to  acquire,  or  other
disposition  of  any of the Assets (Purchaser  acknowledges  that
Seller  has  heretofore entered into an agreement  regarding  the
Assets  with  Applejazz  which agreement  is  being  assigned  or
terminated  in accordance with this Agreement and orders  of  the
Court);  and  (h) all of the foregoing representations  covenants
and warranties will be true and correct at Closing or Seller will
advise  of  any necessary corrections or additions to render  the
same  not  misleading.   Seller agrees  to  sign  at  Closing  an
affidavit  confirming the foregoing as of  the  Closing  Date  or
advising  Purchaser of any necessary corrections or additions  to
render the foregoing not misleading as of such date.  All of  the
covenants,  warranties, representations and agreements  contained
in  this  Paragraph  13  (as modified  by  closing  additions  or
corrections in the manner specified herein) and in 14 (ii) below,
shall  survive closing and shall run with the land and extend  to
and   be  binding  upon  the  heirs,  executors,  administrators,
successors and assigns of the respective parties for a period  of
one  (1)  year.  Purchaser, in turn, covenants and warrants  that
it  has  the due power and authority to enter into this Agreement
and  to  close the transaction contemplated herein,  without  the
consent or intervention of any other parties.

     14.  Hazardous Substances.

          A.      Seller's   Representations,   Warranties    and
Covenants.    Seller  represents,  warrants  and  covenants   the
following:

               (i)   For  purposes of this Section 14  "Hazardous
Substances" means substances or pollutants known to be  hazardous
wastes,  hazardous  substances,  hazardous  constituents,   toxic
substances, whether solid, liquid or gaseous, including  but  not
limited to asbestos, radioactive materials, oil, gasoline, diesel
fuel and other hydrocarbons, and any other substances defined  as
"hazardous  wastes", "hazardous substances", "toxic  substances",
"pollutants", "contaminants", or other similar designations,  the
removal,  storage or presence of which is regulated  or  required
and/or  the  maintenance of which is penalized by  the  Resources
Conservation  Recovery  Act,  42  U.S.C.  6901,  et   seq.,   the
Comprehensive Environmental Response, Compensation and  Liability
Act,  42 U.S.C. 9601, et seq., the Toxic Substances Control  Act,
15  U.S.C. 2601, et seq., the Clean Water Act, 33 U.S.C. 1251, et
seq., the Safe Drinking Water Act, 42 U.S.C. 300(f)-300(j) -  10,
the  Clean Air Act, 42 U.S.C. 7401, et seq., or any other  local,
state or federal agency, authority or governmental unit provided,
however,  that such definition expressly excludes such  materials
which  would otherwise be "Hazardous Substances" if used  in  the
ordinary course of business or for cleaning office uses.

               (ii)  Seller has not received and is not aware  of
any  notification from any federal, state, county or city  agency
or authority to Seller relating to Hazardous Substances on, in or
at any Real Property.

     15.  MUTUAL INDEMNITIES.  Seller agrees to indemnify, defend
and   hold  Purchaser,  its  officers,  directors,  shareholders,
employees,  agents and representatives ("Purchaser et  al")  from
and   against   any   and   all  damages,  losses,   liabilities,
deficiencies,  actions, demands, judgments,  costs  and  expenses
(including  reasonable  attorneys'  fees  and  accountants'  fees
actually incurred) of any kind or nature whatsoever (except those
items  caused  by Debtor or Purchaser or which by this  Agreement
specifically become the obligation of Purchaser) caused by Seller
and  arising out of, resulting from, relating to, or incident  to
the  Assets  up  to   the Proration Time.   Purchaser  agrees  to
indemnify,  defend  and  hold Seller,  its  officers,  directors,
shareholders, employees, agents and representatives  ("Seller  et
al")  from  and against any and all damages, losses, liabilities,
deficiencies,  actions, demands, judgments,  costs  and  expenses
(including  reasonable  attorneys'  fees  and  accountants'  fees
actually incurred) of any kind or nature whatsoever (except those
items  caused  by  Debtor or Seller or which  by  this  Agreement
specifically become the obligation of Seller) caused by Purchaser
and/or  arising out of, resulting from, relating to, or  incident
to the Assets from and after the Proration Time.

      16.   BROKERS'  INDEMNITY.   Seller  and  Purchaser  hereby
covenant  and  warrant  that there are  no  real  estate  brokers
involved  in this transaction.  In connection with the foregoing,
Purchaser  hereby  agrees to indemnify, defend  and  hold  Seller
harmless  from any and all claims, costs or damages  incurred  by
Seller  resulting from Purchaser's failure to pay such commission
or  resulting  from  any other person or firm  claiming  to  have
negotiated, instituted or brought about this Agreement on  behalf
of  Purchaser other than the foregoing described broker.  Seller,
in  turn,  hereby agrees to indemnify, defend and hold  Purchaser
harmless  from any and all claims, costs or damages  incurred  by
Purchaser  resulting  from any person or firm  claiming  to  have
negotiated, instituted or brought about this Agreement on  behalf
of Seller.

      17.   APPLICABLE LAW.  This Agreement shall be governed  by
and construed under the laws of the State of Louisiana.

      18.  EFFECTIVE DATE.  This Agreement shall be effective  as
of  the  date  the last party hereto signs such Agreement.   This
Agreement shall not be binding on either party, however, until it
is fully executed by all parties hereto.

      19.  MISCELLANEOUS.

           A.      In  the event any time period provided for  in
this  Agreement  expires  on a weekend or  legal  holiday  (being
defined  by  any holiday recognized by the United  States  Postal
Service), the time period shall be automatically extended to  the
next  business  day.  If any provision of this Agreement  or  the
application thereof to any person or circumstances shall, to  any
extent, be held invalid or unenforceable, such provision shall be
construed as closely as possible to its original intent but so as
to  remain  enforceable or valid under law, and the remainder  of
the  Agreement, or the application of such term or  provision  to
persons  whose circumstances are other than those as to which  it
is held invalid or unenforceable, shall not be affected thereby.

           B.    If  at any time following the execution of  this
Agreement  another  entity is approved by the  Court  to  be  the
lessee  or  purchaser of any or all of the Assets, at either  the
Purchaser's or the Seller's option, this Agreement will terminate
and the Seller shall receive the Deposit and any interest thereon
and/or other amounts escrowed hereunder by Purchaser.

           C.    Except to the extent required by the Court,  the
Seller  will  keep, in strict confidence, all of  the  terms  and
conditions of this Agreement.



                 [SIGNATURES BEGIN ON NEXT PAGE]



      IN  WITNESS WHEREOF, Seller and Purchaser have caused their
duly authorized officers to execute this Agreement.


OFFERED BY:              PURCHASER:

                         SOUTHERN RIVER RESTAURANTS, LLC,
                         a Mississippi limited liability company


                         By:/s/ Frank C Heath
                         Name:  Frank C Heath II
                         Title: Member


                         Date of Execution:  September 18, 2000










               [SIGNATURES CONTINUED ON NEXT PAGE]


            [SIGNATURES CONTINUED FROM PREVIOUS PAGE]





ACCEPTED BY:             SELLER:

                         AEI REAL ESTATE FUND XVI LIMITED
                         PARTNERSHIP, a Minnesota limited
                         partnership

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


                         By: /s/ Mark E Larson
                         Name:   Mark E. Larson
                         Title:  Chief Financial Officer


              Date of Execution:  September 15, 2000




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

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


                         By:  /s/ Mark E Larson
                         Name:    Mark E. Larson
                         Title:   Chief Financial Officer


               Date of Execution:  September 15, 2000




                           EXHIBIT "A"

                  [REAL PROPERTY DESCRIPTIONS]

                          I. FEE PARCEL


A  CERTAIN  TRACT  OR PARCEL OF LAND located in  the  SW  1/4  of
Section  1,  T9 S-R 14E, Greensburgh Land District,  St.  Tammany
Parish, Louisiana, being more particularly described as follows:

COMMENCE  at  the  Northeast corner of the Southwest  quarter  of
Section 1, T9 S-R 14E, thence South 1 08' 00" East a distance  of
1,281  feet  more or less, to the Northeast corner of the  13,573
acres; thence South 1 08' 00" East along the easterly boundary of
the  13, 573 acres a distance of 874.85 feet; thence South 88 52'
00" W a distance of 601.70 feet to the POINT OF BEGINNING:

THENCE from the POINT OF BEGINNING, PROCEED South 1 08' 00 East a
distance of 305.34 feet to a point and corner;

THENCE  PROCEED  along the arc of a curve to the right  having  a
radius of 124.93 feet, a length of 69.87 feet, and a chord length
of 68.96 feet which is on a bearing of North 78 15' 36" West to a
point and corner;

THENCE PROCEED North 76 11' 04" West a distance of 53.91 feet  to
a point and corner;

THENCE PROCEED North 40 48' 46" West a distance of 40.27 feet  to
a point and corner;

THENCE PROCEED North 9 10' 07 East a distance of 249.09 feet to a
point and corner;

THENCE PROCEED North 88 52' 00" East a distance of 100.48 feet to
the POINT OF BEGINNING.

The above described portion of ground 36,217.56 square feet.  All
in  accordance  with  a plan of survey by R. P.  Fontcubera  Jr.,
Registered  Professional Land Surveyor, dated December  7,  1990,
revised January 31, 1991, recertified correct December 12, 1991.


AND

II. SERVITUDE PARCEL


Access  and  Parking  Servitude established by  that  "Reciprocal
Servitude Agreement" dated November 26 and December 17, 1991,  by
and  between  Gulf  Coast Restaurants, Inc. and Wal-Mart  Stores,
Inc.  filed on December 20, 1991, under Entry No. 802298  in  COB
1489, folio 360 covering the following property:

A  CERTAIN  TRACT  OR PARCEL OF LAND, located  in  the  southwest
quarter  of Section 1, Township 9 South-Range 14 East, Greensburg
Land   District,  St.  Tammany  parish,  Louisiana,  being   more
particularly described as follows:

COMMENCE  at  the  Northeast corner of the Southwest  quarter  of
Section 1, Township 9 South - Range 14 East;

THENCE,  go South 1 degree 08 minutes 00 seconds East, a distance
of 1,281 feet, more or less to the Northeast corner of the 13.573
acres;

THENCE  go  South 1 degree 08 minutes 00 seconds East  along  the
Easterly boundary of the 13.573 acres a distance of 874.85 feet;

THENCE, turn and go South 88 degrees 52 minutes 00 seconds  West,
a distance of 615.36 feet to the POINT OF BEGINNING;

THENCE,  continue South 88 degrees 52 minutes 00 seconds West,  a
distance of 40.00 fee to a point;

THENCE  turn and go North 1 degree 08 minutes 00 seconds West,  a
distance of 10.00 feet to a point;

THENCE,  turn and go South 88 degrees 52 minutes West, a distance
of  45.00  feet to a point on the easterly right-of-way  line  of
Interstate Highway 10 Expressway (40' Service Road);

THENCE, turn and go along the aforesaid right-of-way line,  North
9 degrees 10 minutes 07 seconds East, a distance of 30.49 feet to
a point;

THENCE, turn and go North 88 degrees 52 minutes 00 seconds  East,
a distance of 39.55 feet to a point;

THENCE, turn and go North 1 degrees 08 minutes 00 seconds West, a
distance of 60.00 feet to a point;

THENCE, turn and go North 88 degrees 52 minutes 00 seconds  East,
a distance of 60.00 feet to a point;

THENCE, turn and go South 1 degrees 08 minutes 00 seconds East, a
distance of 60.00 feet to a point;

THENCE, turn and go South 88 degrees 52 minutes 00 seconds  West,
a distance of 36.00 feet to a point;

THENCE, turn and go South 1 degree 08 minutes 00 seconds East,  a
distance of 40.00 feet to the POINT OF BEGINNING.

The   above  described  Access  and  Parking  Servitude  contains
7.428.21 square feet.  All in accordance with a plan of survey by
R.  P.  Fontcubera  Jr., Registered Professional  Land  Surveyor,
dated  December  7,  1990, revised January 31, 1991,  recertified
correct December 12, 1991.

NOTE:   DESGNATION OF TRACTS OF LAND AS FEE PARCEL AND  SERVITUDE
PARCEL  ARE FOR CONVENIENCE ONLY AND DO NOT REFLECT ANY  OFFICIAL
DESIGNATION OF RECORD.





                           EXHIBIT "B"

                      [LEASE DESCRIPTIONS]



SLIDELL,  LOUISIANA. Lease Agreement dated May 5, 1993  with  AEI
Real Estate Funds XVI and XVIII Limited Partnerships.

COVINGTON, LOUISIANA.    Lease Agreement dated June 23, 1993 with
AEI Net Lease Income & Growth Fund XIX Limited Partnership.

LAFAYETTE, LOUISIANA.    Lease Agreement dated January 17,  1995,
with AEI Net Lease Income & Growth Fund XX Limited Partnership.