Purchase Agreement

Purchase Agreement



                     PURCHASE AGREEMENT


      THIS PURCHASE AGREEMENT (this "Agreement") is made and
entered into by and between AEI REAL ESTATE FUND XVI LIMITED
PARTNERSHIP, a Delaware limited partnership, acting  by  and
through  its  corporate general partner AEI Fund  Management
XVI,  Inc., a Minnesota corporation ("Seller") and ELIZABETH
COCHRAN, doing business as Bell Star Antiques ("Buyer").

                      WITNESSETH THAT:

      A.   Seller is the owner of an undivided forty percent
(40%) interest in a certain outparcel located in an existing
shopping  center  development  commonly  known  as  "Barrett
Station Shopping Center" located at the northwest corner  of
Barrett  Station Road and Manchester Road in  unincorporated
St.  Louis  County, Missouri (the "Shopping Center"),  which
outparcel  consists  of approximately  1.4  acres  currently
improved  with an existing one (1) story restaurant building
approximately as depicted on the drawing attached hereto  as
Exhibit  A  and  legally  described on  Exhibit  B  attached
hereto.   The outparcel described in the preceding sentence,
together   with  all  rights,  easements  and  appurtenances
pertaining thereto, and all buildings, improvements,  trees,
bushes,  landscaping, foliage and crops located thereon,  is
collectively  referred  to herein as  the  "Property".   The
remaining  undivided  sixty percent (60%)  interest  in  the
Property  is  owned  by  AEI Real  Estate  Fund  XV  Limited
Partnership, a Delaware limited partnership ("AEI Fund XV").
The  Property is currently leased to Fuddrucker's,  Inc.,  a
Texas corporation (the "Tenant").

      B.   Seller now desires to sell, and Buyer desires  to
buy, all of Seller's right, title and interest in and to the
Property  upon  and subject to the terms and conditions  set
forth  in  this Agreement.  The Tenant desires to  terminate
its Lease of the Property.

      NOW  THEREFORE,  in  consideration  of  the  foregoing
recitals,   the   mutual  covenants  and  agreement   herein
contained  and  other good and valuable  consideration,  the
receipt  and  sufficiency of which are hereby  acknowledged.
Seller  agrees to sell and Buyer agrees to buy the  Property
from Seller, on the terms and under the conditions set forth
in this Agreement.

     1.   PURCHASES PRICE

      The  purchase  price  for Seller's  right,  title  and
interest in the Property (The "Purchase Price") shall be TWO
MILLION DOLLARS ($2,000,000.00) which shall be paid by Buyer
in  cash  or  immediately available  funds  at  Closing  (as
hereinafter  defined), less any credits as  stated  in  this
Agreement.

     2.   EARNEST MONEY

       Buyer  shall  deposit  with  the  Title  Company  (as
hereinafter  defined), within five (5) business  days  after
the  Effective Date of this Agreement (as defined in Section
16(l)  hereof, an earnest money deposit of $25,000.00 TWENTY
FIVE  THOUSAND  DOLLARS (which deposit,  together  with  all
interest  named thereon, shall be collectively  referred  to
herein  as  the "Earnest Money").  Buyer may, at its  option
direct the Title Company to invest the Earnest Money  in  an
interest  bearing account designated by Buyer.  The  Earnest
Money  shall  be held in escrow by the Title Company  to  be
applied as a credit against the Purchase price at Closing or
disbursed  in accordance with this Agreement.  If a  dispute
arises  concerning  distribution of the Earnest  Money,  the
Title Company may apply to a court of competent jurisdiction
for an order directing distribution of the Earnest Money  or
other  escrow funds.  Except as otherwise expressly provided
in  this Agreement, the Earnest Money shall be refundable to
Buyer upon termination of this Agreement pursuant to failure
to satisfy any condition precedent listed in this Agreement.

     3.   RIGHT OF ENTRY

      At Buyer's sole cost and expense, Buyer and its agents
and  representatives may, before Closing upon  at  least  48
hours advance notice to Tenant at a time reasonably approved
by  Tenant,  enter  the  Property for  any  lawful  purpose,
including but not limited to the right to inspect,  examine,
and  perform  topographical surveys,  soil  tests,  borings,
percolation tests, environmental studies and all other tests
needed  to  determine surface, subsurface,  topographic  and
environmental  conditions and the general usability  of  the
Property  for Buyer's purposes.  Buyer shall use  reasonable
efforts  to  promptly restore the Property to its  condition
existing prior to Buyer's entry.  Buyer shall indemnify  and
hold  Seller and Tenant harmless from all loss, cost, damage
and expense (including reasonable attorneys' fees) resulting
from  any of the activities conducted or authorized by Buyer
and its agents and representatives described in this SECTION
3.

     4.   CONDITIONS PRECEDENT

      Seller  acknowledges that Buyer's intended use ("Use")
of  the  Property  is  as a store for  the  retail  sale  of
furniture and antiques.  The construction of improvements to
provide  for the intended Use shall be referred to  in  this
Agreement  as  the  "Project".  This Section  4  sets  forth
conditions precedent ("Conditions") to Buyer's obligation to
Close  this transaction.  For each Condition, if Buyer  does
not  expressly  notify  Seller in writing  within  the  time
period  stated for the Condition that Buyer is  dissatisfied
with   the   matters   covered  by  the   Condition   (which
satisfaction  and  the  terms imposed  thereon  or  relative
thereto  shall  be at the reasonable discretion  of  Buyer),
then   the  Buyer  shall  be  deemed  to  have  waived  said
condition(s).  If Buyer does so timely notify Seller of  her
dissatisfaction,  this Agreement shall  terminate,  and  the
Earnest Money (including all interest accrued thereon) shall
be  refunded to Buyer, and this Agreement shall be deemed of
no  further force or effect.  If Buyer determines  that  any
Condition  will  not  be satisfied within  the  time  period
specified,  Buyer  need  not  wait  until  the  time  period
elapses,  but  may  so  notify  Seller  and  terminate   the
Agreement at the time of Buyer's determination.

     CONDITION 1    TITLE INSURANCE.  Not later than  twenty
     (20) days after the Effective Date, Buyer shall, at its
     expense,  obtain  a current title insurance  commitment
     ("Title   Commitment")  for  the  Property  issued   by
     Specialized  Title  Services  (the  "Title   Company").
     Within  fifteen (15) days after Buyer's receipt of  the
     last  of  the following items (a) the Title Commitment,
     (b)   the   Survey,   and   (c)   legible   copies   of
     plats,documents, instruments or agreements appearing as
     exceptions in the Title Commitment, referenced  on  the
     Survey  or  otherwise affecting title to the  Property,
     Buyer shall notify Seller of any exceptions or terms in
     the  Title Commitment which are not acceptable to Buyer
     or  any  objections to matters appearing in or  omitted
     from  the  Survey.  Title exceptions or Survey  matters
     which Buyer does not designate as unacceptable shall be
     deemed   "Permitted  Exceptions".   Within   ten   (10)
     business  days  after  receipt  of  Buyer's   list   of
     Permitted  Exceptions (and unacceptable exceptions  and
     Survey  matters) which Seller does not intend to  cure,
     remove  or  cause the Title Company to delete,  failing
     which  Seller  shall be deemed to have elected  to  not
     cure, remove or cause the Title Company to delete  such
     unacceptable    exceptions    and    Survey    matters.
     Thereafter, if Seller and Buyer cannot agree on a final
     list  of  Permitted Exceptions within ten (10) business
     days  after Buyer receives SellerOs list or by the  end
     of  the  10  day  period described in  the  immediately
     preceding  sentence, whichever occurs first, then  this
     Agreement shall be deemed terminated, the Earnest Money
     shall  be promptly returned to Buyer and neither  party
     shall  have any further rights or obligations hereunder
     except as otherwise expressly provided herein.

          As a condition to Closing, the Title Company shall
     be  prepared  to issue to Buyer at Closing  at  Buyer's
     expense  a  title insurance policy ("Title Policy")  in
     its  then current standard ALTA Form in an amount equal
     to  the  Purchase Price, and containing  no  exceptions
     other than the Permitted Exceptions.

     CONDITION  2    SURVEY.  Within sixty (60)  days  after
     the  Effective Date, Buyer shall at its expense,  cause
     to  be prepared a topographic and boundary line survey,
     surveyorOs    report    and   surveyorOs    certificate
     (collectively the "Survey").  The Survey shall  (I)  be
     prepared by a registered land surveyor licensed in  the
     state  in  which  the  Property  is  located  that   is
     acceptable  to  Buyer, (ii) show the  location  of  all
     recorded  easements listed on the Title Commitment  and
     all  unrecorded  easements; (iii) be certified  to  the
     Title Company, Buyer, and Buyer's counsel in accordance
     with  ALTA/ACSM  standards; and (iv) be sufficient  for
     removal  of  the  Title Policy survey exceptions.   The
     Survey  may, at Buyer's option and expense, be  updated
     prior to Closing, which updated Survey shall contain no
     information that would result in any exceptions to  the
     Title  Policy  other  than  the  Permitted  Exceptions.
     Buyer may waive its right to a Survey.

     CONDITION 3    EXISTING DOCUMENTATION.  Within five (5)
     business  days after the Effective Date,  Seller  shall
     deliver  to  Buyer  all of the following  documentation
     related  to  the  Shopping Center or  the  Property  in
     Seller's possession, if any: (I) copies of all existing
     surveys,  title policies, documents, or instruments  of
     record  and  any  other title related  materials;  (ii)
     plans  and specifications for the existing improvements
     (as-builts,  if available); (iii) the most recent  real
     estate  tax  bills  and assessment  notices;  (iv)  all
     feasibility studies, soil reports, environmental audits
     and  any other appraisals, inspections, tests, reports,
     studies  or  information;  (v)  as-built  drawings   of
     underground  utilities located on  the  Property;  (vi)
     copies  of  all leases, tenancies and rental agreements
     with   respect  to  the  Property  (including   without
     limitation,  the Lease (as hereinafter  defined)),  and
     all  written  modifications, extension, amendments  and
     guaranties  thereof; (vii) copies of  all  written  (or
     written descriptions of any oral) contracts related  to
     the  Property  pursuant to which  goods,  services  and
     supplies  are furnished, or persons are employed  on  a
     continuing  basis, for the operation  of  the  Property
     including,  without  limitation, equipment  leases  and
     guaranties or warranties in effect with respect to  the
     Property  or any portion thereof.  [changed to  conform
     to  the  facts /s/ec /s/rpj](viii) List of itme  to  be
     removed  by seller Buyer acknowledges that the Existing
     Documentation will serve to benefit Buyer in connection
     with  its due diligence investigations of the Property.
     However,  if Seller does not have any of the  foregoing
     materials  in its possession, it shall so notify  Buyer
     in  the correspondence transmitting the materials  that
     it  does  have  in its possession, if any,  and  Seller
     shall  thereafter be released from any  other  delivery
     obligation hereunder with respect to such materials and
     shall  in  no event be deemed in default hereunder  the
     failure to produce such materials.

     CONDITION 4    GENERAL FEASIBILITY.  Within ninety (90)
     days after the Effective Date, Buyer shall determine to
     Buyer's  satisfaction  that the Property  is  otherwise
     suitable  for  the  Project and that  there  exists  no
     facts, matters or circumstances concerning the Shopping
     Center  or the Property that are unacceptable to  Buyer
     in Buyer's sole and absolute discretion.

     CONDITION  5     ENVIRONMENTAL CONDITION. Within  sixty
     (60)   days  after  the  Effective  Date,  Buyer  shall
     determine  with a Phase I Environmental Report  whether
     the   environmental  condition  of  the   Property   is
     acceptable to Buyer.

     CONDITION 6    LEASE TERMINATION.

           (a)  The parties acknowledge that the Property is
     subject  to  that  certain Net  Lease  Agreement  dated
     February 1, 1988 (the "Lease") between Seller, AEI Fund
     XV and Tenant, as successor in interest to the original
     named tenant, Discus of St. Louis, Inc. which Lease has
     an  original term fixed to expire on January  31,  2008
     and  after  assignment  to Tenant,  granted  Tenant  an
     option  to purchase the Property.  Buyer's and seller's
     obligation to close  [changed to conform to  the  facts
     /s/  ec  /s/rpj]  this transaction is  subject  to  and
     conditioned  upon:  (I)  the  execution  of   a   lease
     termination  agreement by Seller, Buyer and  Tenant  in
     form  and  substance satisfactory to Seller, Buyer  and
     Tenant within the first fifteen [changed to conform  to
     the  facts  /s/  ec /s/ rpj] days after  the  Effective
     Date;  (ii) the termination of the Lease on  or  before
     the  Closing Date; and (iii) the vacation and surrender
     of  possession of the premises demised under the  Lease
     by Tenant on or before the Closing Date.

           (b)  Within the first thirty (30) days of the Due
     Diligence  Period,  Seller,  Buyer  and  Tenant   shall
     negotiate  and  execute  a lease termination  agreement
     which  shall  be satisfactory in form and substance  to
     Seller,  Buyer and Tenant and shall be held  by  Escrow
     Agent  hereunder prior to the Closing  Date  and  shall
     provide, among other things:

               (i)  for the unconditional termination of the
          Lease  and  Tenant's  tenancy effective  upon  the
          closing of the transaction contemplated under this
          Agreement;

                (ii) that, for as long as this Agreement  is
          in  full  force  and effect or any  period  during
          which  good faith negotiations of terms  for  this
          transaction  continue between  Buyer  and  Seller,
          Tenant  shall  not have the right to exercise  the
          purchase option under the Lease;

                (iii)      obligating Tenant to  vacate  and
          surrender  possession  of  the  Property  on   the
          Closing Date hereunder.

          Buyer   acknowledges  that  TenantOs  failure   or
          refusal  to execute a lease termination  agreement
          shall  be  a  failure  of  a  condition  precedent
          entitling Buyer to the return of its Earnest Money
          hereunder,  and in no event shall such failure  or
          refusal be deemed a Seller default hereunder.

     (c)   Upon Closing, Seller shall be entitled to receive
     from  the  purchase  price held by the  Title  Company:
     $1,892,000.00,  plus  $12,000.00  administrative  fees,
     plus  $60,000.00  to pay the BrokerOs commission,  plus
     Seller's  closing  costs,  plus  reasonable  attorneys'
     fees.   Tenant  shall be entitled to receive  from  the
     purchase price held by the Title Company the difference
     between    $1,892,000.00   plus   Seller's   reasonable
     attorneys'  fees,  plus Seller's  closing  costs,  plus
     $60,000.00  brokerage commission, and  plus  $12,000.00
     administrative fee (on the one hand), and the  purchase
     price of $2,000,000.00 (on the other hand).

     5.   INTENTIONALLY DELETED

     6.   CLOSING

      Conveyance of title and payment of the Purchase  Price
as  contemplated under this Agreement (the "Closing")  shall
be  held  on a date and time mutually agreed between  Seller
and  Buyer  and  within fifteen [changed to confrom  to  the
facts /s/ec /s/rpj] days after Buyer's satisfaction with  or
waiver  of all of the Conditions set forth in this Agreement
which  are to be satisfied or waived within  periods  stated
in  this Agreement and the fulfillment of all other terms of
this  Agreement.  If the parties cannot agree on a date  and
time for Closing, the Closing will occur fifteen [changed to
conform to the facts /s/ec /s/rpj] days after the expiration
or  waiver  of the last condition in paragraph 4  herein  at
10:00  a.m.  The Closing shall be held at an office  of  the
Title Company in the county in which the Property is located
or  at  another mutually agreed location, but  may  also  be
effectuated by courier delivery of the Closing documents and
other  Closing items to the Title Company with  instructions
as  to disposition.  Seller shall deliver sole and exclusive
possession  of  the Property to Buyer at  Closing,  and  the
Property  shall  be unoccupied and subject to  no  claim  of
possession by any party other than Buyer.

     7.   CONVEYANCE OF TITLE

     (a)  Seller shall convey good and marketable fee simple
title  to  the  Property to Buyer by a recordable  statutory
from  special  warranty  deed  ("Deed")  together  with  any
required    real   estate   transfer   valuation   affidavit
("Affidavit").  For purposes of this Agreement,  the  phrase
"good   and  marketable  title"  shall  mean  ownership   of
marketable title to the Property which is insurable  by  the
Title  Company in favor of Buyer under the Title  Policy  at
standard  rates,  free  of  all exceptions  other  than  the
Permitted Exceptions.

     (b)  Seller shall deliver to Buyer and Title Company at
Closing  a title affidavit (in the Title CompanyOs customary
form)  acceptable  to Buyer and Title Company  stating  that
Seller has sole and exclusive possession of the Property and
stating, among other things reasonably required by Buyer and
Title Company, that to the best of its knowledge either  (I)
there  have been no improvements, repairs or changes to  the
Property between the Effective Date and Closing, or (ii)  if
there  have been any such improvements, repairs or  changes,
all  lienors  or potential lienors in connection  with  such
improvements, repairs or changes have been paid in full.

     8.   CLOSING COSTS

      (a)  Seller shall pay:  (I)  Seller's attorney's fees:
(ii)  the  cost  of  recording all  documents  necessary  to
deliver  good  and marketable title to Buyer hereunder;  and
(iii) all other costs and expenses specifically allocable to
Seller pursuant to the terms of this Agreement or any  other
document  or  agreement  to  which  Seller  is  a  party  in
connection with the transactions contemplated hereunder. All
to be reimbursed by buyer.

      (b)   Buyer  shall pay:  (i) Buyer's attorney's  fees;
(ii)  the  expense  of  the  Title  Policy  (including   all
endorsements thereto); (iii) the expense of the Survey; (iv)
all  transfer, documentary, conveyance or similar taxes,  if
any:  (v)  the  entire earnest money escrow  fee;  (vi)  the
entire Closing escrow fee, if any; (vii) all other recording
fees with respect to documents to which Buyer is a party  to
be  recorded pursuant to the Closing; and (viii)  all  other
costs  and expenses specifically allocable to Buyer pursuant
to  the  terms  of this Agreement or any other  document  or
agreement to which Buyer is a party in connection  with  the
transactions contemplated hereunder.

9.   PRORATIONS

      All  real property ad valorem taxes shall be  prorated
(on  a  365-day year basis) between Buyer and Seller  as  of
Closing  based  upon  100%  of each  of  the  most  recently
available  property assessment valuation and tax  rate.   If
there  is no assessment valuation or tax rate available  for
the  year  in which Closing occurs or for one or more  years
prior  to Closing, 100% of each of the last known assessment
and tax rate shall apply cumulatively to each year for which
there  is  no  known assessment valuation or  tax  rate.   A
reproration shall occur when actual taxes are billed for the
period  up  to  Closing.   All installments  of  special  or
installment assessments levied against the Property and  due
or  mature as of Closing shall be paid in full by Seller  on
or before closing.

10.  CASUALTY AND CONDEMNATION

      (a)   If, prior to the Closing Date, the Property  and
the  improvements thereon shall be destroyed or  damaged  by
fire or other casualty costing more than $100,000 to repair,
Buyer  shall have the option (to be exercised in the  manner
hereinafter  provided) to (l) terminate this  Agreement,  in
which event the Earnest Money shall be promptly returned  to
Buyer,  and thereupon, this Agreement shall become null  and
void,  and  neither party shall have any further  rights  or
obligations  hereunder, except as other  expressly  provided
herein; or (ii) upon the Closing Date Seller shall assign to
Buyer  the  interest  of  Seller in  any  to  any  insurance
proceeds with respect to said damage.  Seller agrees to give
Buyer  notice of any fire or other casualty within  seventy-
two  (72) hours after any such event, and Buyer may exercise
such  option  by delivering written notice to Seller  within
twenty  (2)  days following the receipt of such notice.   If
the Closing Date is less then twenty (20) days following the
last  day  on which Buyer is entitled to elect to  terminate
this  Agreement,  then the Closing shall  be  delayed  until
Buyer makes such election.

      (b)   If  after the Effective Date and before Closing,
all or a substantial portion of the Property is condemned by
any  legally  constituted authority, a notice of  intent  to
condemn  is issued for any portion of the Property,  or  any
portion  of  the  Property is sold in lieu of  contamination
(all of which actions shall generically be referred to as  a
OcondemnationO),  Buyer shall determine, in  its  reasonable
discretion,  the effect of the condemnation on the  Property
and  the  financial viability of this Agreement.  Within  60
days after notice of intent to condemn is received by Buyer,
Buyer shall notify Seller in writing of BuyerOs decision  to
either  (i)terminate  this Agreement,  in  which  event  all
Earnest Money paid by Buyer shall be immediately refunded by
Title Company to Buyer, or (ii)leave this Agreement in  full
force  and effect and proceed to Close, in which case Seller
shall  assign  to  Buyer all of Seller's  rights  under  the
condemnation,  or  if  the  amount  of  the  award  is  then
ascertained  or has been paid to Seller, the Purchase  Price
shall be reduced by an amount equal to the award, and Seller
shall retain the rights to the award.  If this Agreement  is
terminated by Buyer under alternative (i)above, all  Earnest
Money  shall  be  returned to Buyer, and neither  Buyer  nor
Seller  shall  have any further obligations or rights  under
this  Agreement other than those which are expressly  stated
to  survive a termination.  If Buyer does not terminate this
Agreement, the term "Property" as used herein shall refer to
the  remainder of the Property after condemnation.   If  the
Closing Date is less than sixty (60) days following the last
day  on  which Buyer is entitled to elect to terminate  this
Agreement,  then  the Closing shall be delayed  until  Buyer
makes such election.



11.  BUYER'S REPRESENTATION AND WARRANTIES

      Buyer shall defend, indemnify and hold Seller harmless
from  and  against any and all claims, actions, loss,  cost,
damage  and  expense (including reasonable attorneys'  fees)
resulting  from  any  intentional  misrepresentation  or   a
willful   breach   by   Buyer  of  Buyer's   representation,
warranties   and   covenants   in   this   Agreement.    All
representations,  warranties and covenants  made  herein  by
Buyer shall be deemed to be repeated as of Closing and shall
survive Closing.  Buyer represent, warrants and covenants to
Seller that:

      (a)   Buyer's execution, delivery and consummation  of
this  Agreement  is  not  prohibited  by  any  agreement  or
instrument to which Buyer a party.

      (b)   Buyer's execution, delivery and consummation  of
this  Agreement  is not subject to any consent  or  approval
from or registration with any governmental authority.

12.  SELLER'S REPRESENTATION AND WARRANTIES

      Seller shall defend, indemnify and hold Buyer harmless
from  and  against any and all claims, actions, loss,  cost,
damage  and expenses (including reasonable attorneys'  fees)
resulting  from any inaccuracy or breach in any of  Seller's
representations, warranties and covenants in this Agreement.
All representations, warranties and covenants made herein by
Seller  shall  be deemed to be repeated as  of  Closing  and
shall  survive Closing for a period of one (1) year.  Seller
represents, warrants and covenants to Buyer that:

      (a)  Seller has complete and full authority to execute
this  Agreement  and  to convey to Buyer  an  undivided  40%
interest  in  good and marketable fee simple  title  to  the
Property  in accordance with this Agreement, the individuals
executing  this  Agreement  are authorized  to  do  so,  all
necessary action has been taken to authorize such execution,
and  Seller will execute and deliver to Buyer and the  Title
Company  at  or prior to Closing, as the case  may  require,
such other documents, instruments, agreements, including but
not   limited  to  affidavits  and  certificates  reasonably
required   (and  reasonably  satisfactory  to   Seller)   to
effectuate  the transactions contemplated by this  Agreement
including,   without   limitation,  evidence   of   Seller's
authority  to  consummate the sale  and  the  documents  and
instruments required by the terms of this Agreement.

      (b)  Seller's execution, delivery and consummation  of
this  Agreement  is not subject to any consent  or  approval
from or registration with any governmental authority.

      (c)  This agreement has been duly authorized, executed
and delivered by Seller is a valid and binding obligation of
Seller and is enforceable against Seller in accordance  with
its terms.

      EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN,  SELLER
MAKES  NO  REPRESENTATION OR WARRANTY, EXPRESS  OR  IMPLIED,
WITH  RESPECT  TO  THE  CONDITION OF THE  PROPERTY  CONVEYED
HEREBY,  INCLUDING,  WITHOUT LIMITATION, THE  CONFIGURATION,
ACREAGE   OR   SQUARE  FOOTAGE  OF  THE  PROPERTY   OR   THE
HABITABILITY,   CONDITION OR FITNESS FOR ANY PARTICULAR  USE
OR  PURPOSE,  AND  BUYER AGREES THAT IT  IS  PURCHASING  THE
PROPERTY  IN  AN "AS-IS" WHERE-IS CONDITION.  BUYER  FURTHER
ACKNOWLEDGES   THAT  EXCEPT  OTHERWISE  EXPRESSLY   PROVIDED
HEREIN:   (1)SELLER HAS NO OBLIGATION TO PROVIDE BUYER  WITH
ANY INFORMATION RELATING TO THE PROPERTY, (2)SELLER DOES NOT
GUARANTEE OR REPRESENT THE ACCURACY OR COMPLETENESS  OF  ANY
INFORMATION  OR  REPORTS RELATING TO THE PROPERTY  THAT  MAY
HAVE  BEEN  OR MAY BE PROVIDED TO BUYER; AND (3)BUYER  SHALL
RELY ONLY UPON BUYEROS OWN INVESTIGATION OF THE PROPERTY  IN
DECIDING WHETHER TO PURCHASE THE PROPERTY HEREUNDER.

13.  DEFAULT

      (a)   If  this transaction is not consummated  due  to
Seller's  default, Buyer may elect to enforce  the  specific
performance  of this Agreement or terminate this  Agreement,
in  which  event,  the Title Company shall pay  the  Earnest
Money  to  Buyer; provided, however, if specific performance
of  this  Agreement is frustrated due to Seller's conveyance
of  all or part of the Property to a third party, or due  to
Seller's  encumbering all or any part of the Property  to  a
third party, or due to Seller's encumbering all or any  part
of or interest in the Property with a lien, lease, easement,
restriction  or  offer encumbrance after the Effective  Date
and not eliminated at or prior to the Closing, or due to any
other  act or omission of Seller's, it agents, employees  or
contractors, then Buyer may pursue all remedies available to
Buyer against Seller at law or in equity.

      (b)   If  this transaction is not consummated  due  to
Buyer's  default,  the  parties  agree  that  due   to   the
difficulty  or  impossibility of  ascertainment  of  damages
accruing  to  Seller, Title Company shall  pay  the  Earnest
Money  to  Seller as full and final liquidated  damages,  in
lieu  of  all  other legal or equitable rights  or  remedies
Seller may have against Buyer.

14.  BROKERS

     Seller represents and warrants to the Buyer that is has
dealt  with  no real estate broker or agent with respect  to
the  Property.  Buyer represents and warrants to Seller that
is  has  dealt  with  no real estate broker  or  agent  with
respect  to  the Property other than G.J. Grewe,  Inc.  (the
"Broker").   Seller  shall pay a $60,000 commission  to  the
Broker,  if  as, and when Seller receives the full  purchase
price  hereunder and Buyer records Seller's  deed,  and  not
otherwise.  Each warranting party shall indemnify  and  save
the  other  party harmless from any loss, cost, or  damages,
including  reasonable  attorney's  fees,  arising  from  the
warranting partyOs breach of its warranty.

15.  SELLER'S AFFIRMATIVE COVENANTS

     (a)  Seller shall maintain the Property free from waste
and  neglect and in good order and repair and shall keep and
perform  or  cause  to be performed all obligations  of  the
owner  under  the Lease and the lease termination  agreement
described  in  Condition  6 of SECTION  4  hereof,  and  all
obligations of the owner of the Property under any  recorded
title  documents or other documents affecting  the  Property
and  under  applicable  laws, codes, ordinances,  rules  and
regulations through the Closing Date or termination of  this
Agreement,  and  Seller  shall  tender  possession  of   the
Property  to  the Buyer in the same environmental  condition
the  Property  was in when last inspected by Buyer.   Seller
shall only be deemed in default pursuant to the last portion
of  the  preceding  sentence if the environmental  condition
thereof  has materially adversely changed by reason  or  any
act   or   omission   of  Seller.   If  any   such   adverse
environmental change is due to any other reason, Buyer  may,
at  its option, either accept such condition and proceed  to
close,  or  terminate this Agreement,  in  which  event  the
Earnest Money shall be promptly returned to Buyer.

      (b)   From the date hereof to the Closing Date, Seller
shall maintain or cause to be maintained liability, casualty
and  other  insurance upon and in respect  to  the  Property
against  such hazard's and risks are customarily insured  by
owners of similar properties.

       (c)   Except  as  otherwise  expressly  permitted  or
required hereunder, from the date hereof to the Closing Date
or  earlier termination of this Agreement, Seller shall  not
do,  suffer or permit, or agree to do, any of the  following
(1)  enter into any transaction with respect to or affecting
the  Property  that would in any way prevent  Seller's  full
performance  hereunder,  limit or adversely  affect  Buyer's
rights  hereunder  or as an owner of the Property  following
Closing  (including, without limitation, anything  that  may
delay  or  increase the cost of Buyer's development  of  the
Property); (ii)sell, encumber or grant any interest  in  the
Property  or  any  part  thereof  in  any  form  or   manner
whatsoever;  or  (iii)enter into, amend,  waive  any  rights
under,  terminate  or  extend  any  document  or  instrument
affecting the Property without the prior written consent  of
Buyer,  which consent shall not be unreasonably withheld  or
delayed.   For purposes of the preceding sentence, it  shall
not  be  unreasonable for Buyer to refuse to consent to  any
matter  that will impose any cost, liability or  expense  on
Buyer  either before or after the Closing or otherwise serve
to delay or interfere with the Use or the Project.

16.  MISCELLANEOUS

     (a)  AMENDMENT.  No amendment to the Agreement shall be
effective unless in writing and signed by both parties.

      (b)   APPLICABLE  LAW.      This  Agreement  shall  be
construed  and enforced in accordance with the laws  of  the
state in which the Property is located.

      (c)  WAIVER.  Failure of a party to exercise any right
under  this  Agreement or to insist upon  strict  compliance
with  regard  to  any term, condition or covenant  specified
herein  shall not constitute a waiver of that right  nor  of
strict  compliance  by  the  other  party  with  any   term,
condition or covenant under this Agreement.

      (d)  COUNTERPARTS.  This Agreement may be executed  in
one  or more counterparts, each of which shall be deemed  an
original,  and  all  of  such  counterparts  together  shall
constitute one and the same agreement.

      (e)   CAPTIONS.   All captions and  headings  are  for
reference  purposes and shall not be deemed  to  modify  the
text of this Agreement.

      (f)  SEVERABILITY.  The invalidity or unenforceability
of a particular provision of this Agreement shall not effect
the  other  provisions hereof, and this Agreement  shall  be
construed in all respects as if the invalid or unenforceable
provision were omitted.

      (g)  ENTIRE AGREEMENT.  This Agreement constitutes the
sole and entire agreement of the parties and is binding upon
Seller   and   Buyer,   their   heirs,   successors,   legal
representatives and assigns.

      (h)   AGREEMENT, ASSIGNABLE BY BUYER.  This  Agreement
may  be  assigned or transferred by Buyer, but  Buyer  shall
remain  liable  for  the obligations  of  Buyer  under  this
Agreement.

     (i)  EXHIBITS.  All exhibits attached to this Agreement
are by reference incorporated herein and made a part of this
Agreement.

      (j)   NOMENCLATURE.   Any  reference  to  party  shall
include   the   employees,  officers,  agents,  contractors,
assigns and successors-in-interest of that party.

     (k)  TIMING.  Time is of the essence of this Agreement.
If  the  time  for  the performance of any  act,  giving  of
Notice,  of making any payments falls on a Saturday,  Sunday
or  legal  holiday,  such  time  for  performance  shall  be
extended to the next business day.

      (l)  EFFECTIVE DATE.  The Effective Date shall be  the
date  upon  which  it is signed simultaneously  by  Buyer  &
Seller.   If this Agreement is not signed simultaneously  by
both  parties,  the  first party to execute  it  ("Offeror")
shall  send  an executed copy to the other party ("Offeree")
in  the  manner provided for Notices, and it shall be deemed
an  offer  which Offeree may accept only if Offeree delivers
to  an  overnight  courier for next  day  delivery  a  fully
executed copy on or before the fifth (5th) day after the day
on which Offeree received the executed copy.  The "Effective
Date"  of  this Agreement then shall be the date upon  which
Offeree  delivers the fully executed copy to  the  overnight
courier as provided in the foregoing sentence.

17.  NOTICES

     All notices, requests, demands, or other communications
("Notices")  hereunder  shall be in  writing  and  given  by
national overnight courier (e.g., Fed Ex, UPS, Airborne) and
shall  be  effective  as  of the date  of  delivery  to  the
intended  recipient  as  shown  on  the  courier's  records;
delivery  shall be deemed to have been made if  the  courier
was  not able to deliver due to change of address for  which
no notice was given.  Notices (and copies as shown) shall be
addressed as shown below or to such other address as may  be
specified from time to time in writing by either party:

To Seller:       AEI Real Estate Fund XVI
                 1300 Minnesota World Trade Center
                 30 East Seventh Street
                 St. Paul, Minnesota 55101
                 Attention: Mr. Robert P. Johnson
                 Telephone No:  (612)227-7333
                 Fax No.   (612)227-7705

with a copy to:  Michael Daugherty, Esquire
                 1300 Minnesota World Trade Center
                 30 East Seventh Street
                 St. Paul, Minnesota 55101
                 Telephone No:  (612)720-0777
                 Fax No.   (612)221-9702

                   and to
                 Robert M. Cohen
                 Cohen & Fierman, LLP
                 4 Faneuil Hall Marketplace
                 Boston, MA 02109
                 Telephone No:  (617)523-0505
                 Fax No.   (612)523-2316

To Buyer:        Elizabeth Cocharan
                 ELIZABETH COCKRUM
                 BELLE STARR ANTIQUES
                 13379 MANCHESTER RD
                 ST. LOUIS MO. 63131
                 PH. (314) 966-0244 WK
                 PH. (314) 965-3966 HM

with a copy to:  MICHAEL J GREWE
                 G.J. GREWE INC.
                 9109 WATSON RD 3RD FLOOR
                 ST. LOIUS, MO 63126
                 PH. (314) 962-6300
                 FAX (314) 962-7877

       TELEPHONE  AND  FAX  NUMBERS  SHOWN  ABOVE  ARE   FOR
CONVENIENCE  OF THE PARTIES ONLY AND DO NOT  IN  ANY  MANNER
MODIFY THE TERMS OF THIS SECTION 17.

18.  NON-FOREIGN CERTIFICATE

      At  Closing, Seller shall furnish Buyer  with  a  non-
foreign  certificate  sufficient in form  and  substance  to
relieve  Buyer of any and all withholding obligations  under
federal   law,   which  certificate  shall   be   reasonably
satisfactory to Buyer and Title Company.

      IN  WITNESS WHEREOF, Seller and Buyer have  each  duly
executed  this Agreement as of the dates shown  adjacent  to
their signatures below.

SELLER:   AEI REAL ESTATE FUND XV LIMITED PARTHNERSHIP
          A Delaware limited partnership

          By:  AEI Fund Management 86-A, Inc.,
               a Minnesota corporation
               its general partner

          By:  /s/ Robert P Johnson          2-3-99
          Printed Name:  Robert P Johnson
          Title:    President



          AEI REAL ESTATE FUND XVI LIMITED PARTNERSHIP
          A Delaware limited partnership

          By:  AEI Fund Management XVI, Inc.,
               a Minnesota corporation
               its general partners

               By:  /s/ Robert P Johnson     2-3-99

               Printed Name:  Robert P Johnson
               Title:    President

BUYER:         ELIZABETH COCKRUM



               /S/ ELIZABETH COCKRUM    2-4-99
               Elizabeth Cockrum


BROKER:        G.J. GREIVE, INC.


               BY:/s/ G.J. Grewe        2-4-99



                          EXHIBIT A

               [GRAPHIC: MAP OF THE PROPERTY]



                          EXHIBIT B

                     LEGAL DESCRIPTION


PARCEL 1:

      Parcel  No.  4 of the Marketplace, being a Subdivision
according  to  the plat thereof recorded in Plat  Book  253,
Page 58 of the St. Louis County Records.


PARCEL 2:

      Nonexclusive  easements created by  (i)  that  certain
Easements  with  Covenants  and Restriction  Affecting  Land
("ECR"),  dated the 29th day of October, 1987, by and  among
Wal-Mart  Properties, Inc., a Delaware corporation,  Barrett
Station Development Co., a Missouri general partnership, and
Discus  of St. Louis, Inc., a Missouri corporation, recorded
in  Book  8228 at Page 764 of the St. Louis County  Records,
and  (ii)  that certain Restated Supplement, dated the  29th
day  of  October,  1987;  by  and  between  Barrett  Station
Development Co., a Missouri general partnership  and  Discus
of St. Louis, Inc., a Missouri corporation, recorded in Book
8228 at Page 813 of the St. Louis County Records.