PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
                 Marie Callender Pie Shops, Inc.


THIS CO-TENANCY AGREEMENT,

Made  and  entered  into as of the 18 day of May,  2001,  by  and
between   AEI   Real   Estate  Fund  85-A   Limited   Partnership
(hereinafter called "Co-Tenancy Manager"), and Donald B. Wood and
Sue D. Wood, Trustees of the Wood Family Trust dated 3/15/93,  as
amended 7/9/97 (hereinafter called "Wood") (Wood, Fund 85-A  (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).
WITNESSETH:

WHEREAS,  Fund 85-A presently owns an undivided 85.1644% interest
in  and  to,  and  to  Wood presently owns an undivided  14.8356%
interest  in  and to the land, situated in the City  of  Gresham,
County  of  Clark, and State of Oregon, (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
monitoring  of performance by the present tenant of the  Premises
under  the  triple  net  lease agreement  for  the  Premises;  if
necessary,  upon  a  vacancy in the Premises, the  operation  and
management of the Premises; the continued leasing of space within
the  Premises; and, the distribution of income from and the  pro-
rata sharing in expenses of the Premises by Co-Tenancy Manager in
connection with Wood's interest in the Premises.

NOW  THEREFORE, in consideration of the purchase by  Wood  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.    Wood,  subject to the limitations and power  of  revocation
herein  expressed, hereby designates Co-Tenancy  Manager  as  its
sole and exclusive agent and delegates to Co-Tenancy Manager  the
sole right to monitor and enforce on behalf of Wood the terms  of
the  present lease of the Premises, including but not limited  to
any  amendments,  consents  to assignment,  sublet,  releases  or
modifications  to the lease or guarantees of lease  and  to  deal
with  any  property agent or tenant. Should the  Premises  become
vacant,  the  operation  and  management  of  the  Premises,   is
delegated  by  the  Co-Tenants,  subject  to  revocation  on   an
individual  basis  by an individual Co-Tenant  as  otherwise  set


Co-Tenant Initial: /s/ SDW /s/ DBW
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc.


forth  herein,  to  Co-Tenancy Manager, or its designated  agent,
successors  or assigns. Provided, however, if Co-Tenancy  Manager
shall  sell  all of its interest in the Premises,  (or  shall  no
longer   be  delegated  the  operation  and  management  of   the
Premises),  the  duties  and obligations  of  Co-Tenancy  Manager
respecting  management  of  the Premises  as  set  forth  herein,
including   but  not  limited  to  its  duties  and   obligations
respecting  paragraphs 2, 3, and 4 hereof, shall be exercised  by
the   holder  or  holders  of  a  majority  undivided  co-tenancy
interests  in the Premises. Subject to the approval  of  all  Co-
Tenants  evidenced  by their written consent, Co-Tenancy  Manager
shall  negotiate  and  execute re-leases  of  the  Premises  upon
termination of the present lease of the Premises or negotiate and
execute easements affecting the Premises, may incur ordinary  and
necessary operating expenses in connection with the management of
the  Premises, and propose extraordinary or capital  expenditures
to  the  Premises.  Until  Wood shall revoke  such  authority  as
provided  herein, Co-Tenancy Manager or Wood itself may  obligate
Wood with respect to any ordinary and necessary operating expense
for  the  Premises.  However, Co-Tenancy Manager has no right  to
obtain a loan for which any other Co-Tenant would be liable,  nor
may  Co-Tenancy  Manager  finance or refinance  the  Premises  by
secured by any lien or any pledge of the Premises. Wood agrees to
execute  and deliver to Co-Tenancy Manager such written  approval
of documents approved by Wood, such approval to take such form as
may  be reasonably required by Co-Tenancy Manager to evidence its
authority to sign approved documents on behalf of Wood.

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


Co-Tenant Initial: /s/ SDW /s/ DBW
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc.



tenant under terms of any lease agreement of the Premises.

Wood  has  no  requirement to, but has,  nonetheless  elected  to
retain, and agrees to annually compensate, Co-Tenancy Manager  in
the  amount  of  $790.00 or the expenses,  direct  and  indirect,
incurred  by Co-Tenancy Manager in providing Wood with  quarterly
accounting  and distributions of Wood's share of net  income  and
for  tracking, reporting and assessing the calculation of  Wood's
share  of  operating  expenses incurred from the  Premises.  This
invoice  amount  shall be pro-rated for partial  years  and  Wood
authorizes  Co-Tenancy Manager to deduct such amount from  Wood's
share  of  revenue  from the Premises. Wood  may  terminate  this
agreement   in   this   paragraph   respecting   accounting   and
distributions  at any time and attempt to collect  its  share  of
rental  income directly from the tenant; Co-Tenancy  Manager  may
terminate  its  obligation  under this  paragraph  upon  30  days
written  notice  to  Wood prior to the end  of  each  anniversary
hereof, unless agreed in writing to the contrary.

3.    Full, accurate and complete books of account shall be  kept
in accordance with generally accepted accounting principles at Co-
Tenancy  Manager  '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,  Co-
Tenancy  Manager 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, Wood shall be entitled to receive 14.8356% 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 therefore from Co-Tenancy  Manager
shall, within fifteen (15) business days after receipt of notice,
make  payment  to Co-Tenancy Manager 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. All Co-Tenants shall  have  the
right to review all contracts that will have a material effect on
the  Premises.   All Co-Tenants shall have the right  to  approve
budgets  and  major capital expenditures affecting the  Premises.
While  Co-Tenancy Manager shall own an interest in the  Premises,
Co-Tenants  agree to delegate the determination of  such  budgets
and  need for capital expenditures to Co-Tenancy Manager  subject
to  the  power  of  any Co-Tenant to revoke  such  delegation  in
accordance with the provisions hereof.

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, and shall not create any lien upon
their  individual interest if by operation of law such lien shall


Co-Tenant Initial: /s/ SDW /s/ DBW
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc.



by  law  extend to the interest of 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 Co-Tenancy 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  Wood  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 Property and with the  title  thereto.
Once  any  person, party or entity has ceased to have an interest
in  fee  in any portion of the Entire Property, 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.   Any Co-Tenant may, at any time effective upon
written notice to Co-Tenancy Manager revoke the designation of Co-
Tenancy Manager as such Co-Tenant's agent for the purposes as set
forth  herein.   Any Co-Tenant revoking such designation  of  Co-
Tenancy  Manager's  agency  shall notify  Co-Tenancy  Manager  in
writing  in  accordance with the terms hereof and such revocation
shall  be  effective upon Co-Tenancy Manager's  receipt  of  such
written revocation.

8.    Any notice or election required or permitted to be given or
served by any party hereto to, or upon any other, shall be  given
to  all known Co-Tenants and deemed given or served in accordance
with  the  provisions  of  this  Agreement,  if  said  notice  or
elections addressed as follows;

If to Fund 85-A:

     AEI Real Estate Fund 85-A Limited Partnership
     1300 World Trade Center
     30 East Seventh Street
     St. Paul, MN  55101-4901



If to Wood:

     Donald B. Wood, Trustee
     Sue D. Wood, Trustee
     280 Canon Drive
     Santa Barbara, CA  93105



Co-Tenant Initial: /s/ SDW /s/ DBW
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc.



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.   Any  Co-Tenant
selling or transferring all or a portion of its interest  in  the
Premises  shall  provide,  within a  reasonable  time  after  the
completion of such sale or transfer, written notice to all  other
Co-Tenants of the name and address of such new Co-Tenant and  the
interest held by such new Co-Tenant.

9.    This  Agreement shall not create any partnership  or  joint
venture  among or between the Co-Tenants or any of them;  no  Co-
Tenant shall file any partnership tax returns nor otherwise  take
any action respecting nor represent the relationship among the Co-
Tenants  as other than co-tenants of undivided interests in  real
property.  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.

12.   To  the extent that this agreement binds all Co-Tenants  of
the  Premises, such covenants are deemed to run with the land and
shall be evidenced in a Co-Tenancy Agreement entered into by  any
Co-Tenant  with  any  purchaser of all  or  any  portion  of  its
interest  in  the  Premises.  Except  as  otherwise  provided  or
modified herein, Co-Tenants retain all rights otherwise available
under law to any Co-Tenant of an interest in Real Property.

13.   Every  Co-Tenant  shall have a right of  first  refusal  to
purchase  the  interest of any other Co-Tenant in  the  Premises,
upon  the  following limited terms and conditions.  If  and  only
when  a  Co-Tenant shall give written notice to another Co-Tenant
(and only as to such Co-Tenant receiving such notice) of a desire
to  be  notified  of  any  proposed sale  "Notice  of  Desire  to
Purchase"), Co-Tenants desiring notice of proposed sales  of  Co-
Tenancy interests shall receive notice of proposed sales  of  the
interest of the Co-Tenant who has received a Notice of Desire  to
Purchase.  Any  Co-Tenant offering its interest  or  any  portion
thereof for sale ("Selling Co-Tenant") shall first notify all Co-
Tenants  who  have provided a Notice of Desire to Purchase.  Such
notice  ("Selling  Co-Tenant's Notice") shall  give  Selling  Co-
Tenant's name and address and state a price at which Selling  Co-



Co-Tenant Initial: /s/ SDW /s/ DBW
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc.


Tenant  intends to sell and will sell a specified portion or  all
of its interest in the fee simple to the Leased Premises.

If  a Co-Tenant shall fail to exercise its Right of First Refusal
as  set forth herein, those Co-Tenant's exercising their Right of
First  Refusal  shall  buy all, but not less  than  all,  of  the
interest  in  the  Premises offered for sale by the  Selling  Co-
Tenant, purchasing prorata in proportion that the purchasing  Co-
Tenant's  interests in the Premises shall bear  to  one  another.
For  ten (10) business days (the "Right of First Refusal Period")
following the giving of such notice, a Co-Tenant shall  have  the
option  to  purchase  such portion of the  fee  interest  of  the
Selling  Co-Tenant as set forth in Selling Co-Tenant's Notice  at
the  price  in cash stated in the Selling Co-Tenant's Notice.   A
written notice addressed to Selling Co-Tenant and signed  by  the
purchasing  Co-Tenant  shall be given,  in  accordance  with  the
provisions  hereof  respecting the giving of notice,  within  the
period set forth above for exercising the Right of First Refusal.
If  no  Co-Tenant  shall  exercise its Right  of  First  Refusal,
Selling  Co-Tenant shall be free to market its  interest  in  the
Premises  after  expiration of the Right of First Refusal  Period
and  shall be free to sell all or any portion of its interest  in
the  Premises at a price prorata greater than, or equal to,  that
which is set forth in the Selling Co-Tenant's Notice.

The above provisions shall not apply to the sale or transfer of a
Co-Tenant's  interest in the Premises if such  sale  or  transfer
shall be to an affiliate of the selling or transferring Co-Tenant
or  to  a trust established by such Co-Tenant for estate planning
purposes.






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Co-Tenant Initial: /s/ SDW /s/ DBW
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc.






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


          Donald  B. Wood and Sue D. Wood, Trustees of  the  Wood
          Family Trust
          dated 3/15/93, as amended 7/9/97.


          By:/s/ Donald B Wood
                 Donald B. Wood. Trustee


          WITNESS:

          /s/ Brae Glensky

              Brae Glensky
              (Print Name)

          By: /s/ Sue D Wood
                  Sue D. Wood, Trustee


          WITNESS:

          /s/ Brae Glensky

              Brae Glensky
              (Print Name)


STATE OF California)
                        ) ss
COUNTY OF Santa Barbara)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify  there appeared before me this 8th  day  of  May,
2001, Donald B. Wood and Sue D. Wood, Trustees of the Wood Family
Trust  dated  3/15/93,  as  amended  7/9/97,  who  executed   the
foregoing instrument in said capacity.

                              /s/ Brae Grensky
                                 Notary Public

[notary seal]





Co-Tenant Initial: /s/ SDW /s/ DBW
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc.




           AEI Real Estate Fund 85-A Limited Partnership
           By: Net Lease Management 85-A, Inc, its corporate general
               partner

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


          WITNESS:

          /s/ Debra A Jochum

              Debra A Jochum
               (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 17 day of May, 2001,
Robert  P. Johnson, President of Net Lease Management 85-A,  Inc.
corporate  general partner of AEI Real Estate Fund  85-A  Limited
Partnership,  who  executed  the  foregoing  instrument  in  said
capacity and on behalf of the corporation.

                                   /s/ Heather A Garcia
                                        Notary Public


[notary seal]




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Co-Tenant Initial: /s/ SDW /s/ DBW
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc.


                           EXHIBIT "A"

                        Legal Description
                        (Gresham, Oregon)


     PARCEL 1

     A  tract  of  land located in the J.P. Powell donation  Land
     Claim  in Section 3, Township 1 South, Range 3 East  of  the
     Willamette  Meridan,  in  the City  of  Gresham,  County  of
     Multnomah and State of Oregon.

     Beginning  at the intersection of the Northerly right-of-way
     of  SE  Burnside Road, with the Westerly right-of-way of  SE
     223rd Avenue, said point being 60 feet from the center  line
     of  SE Burnside Road (county Road No. 2063) and 45 feet from
     the  center line of SE 223rd Avenue (County Road  No  3807);
     thence  along the Northerly right-of-way line of SE Burnside
     Road  along  the arc of a 11,400 foot radius  curve  to  the
     right, an arc distance of 42.88 feet of which the long chord
     bears right, an arc distance of 42.88 feet of which the long
     chord  bears North 67 10' 52" West; thence North 67 04'  24"
     West  431.12  feet  to the true point of  beginning  of  the
     hereinafter  described land; thence North 67  04'  24"  West
     along the Northerly right-of-way line of SE Burnside Road, a
     distance of 166.00 feet; thence North 22 55' 36" East 314.07
     feet to a point on the Southwesterly right-of-way line of SE
     223rd Avenue; thence along the Southwesterly line of SE  223
     rd  Avenue 93.85 feet along the arc of a 761.20 foot  radius
     curve to the left through a central angle of 7 03' 50"  (the
     long  chord bears South 39 08' 00" East 93.79 feet);  thence
     along said Southwest right-of-way line South 42 39' 55" East
     148.41 feet; thence South 22 55' 36" West 96.80 feet; thence
     North  67 04' 24" West 52.00 feet; thence South 22  55'  36"
     West 112.00 feet to the true point of beginning.

     PARCEL II

     A   nonexclusive  easement  for  vehicular  and   pedistrian
     ingress,  egress and access to and use of parking spaces  as
     set forth in Easement Agreement recorded October 29, 1997 in
     Fee No. 97 167113, over the following described land:

     A  portion  of land located within a parcel, being described
     by  Deed recorded in Book 2417, Page 1767, Multnomah  County
     Deed Records; said parcel being in the Southwest one-quarter
     of Section 3, township 1 South, Range 3 East, in the City of
     Gresham,  County  of  Multnomah and State  of  Oregon,  said
     portion being more particularly described as follows;

     Beginning at a point being the most Southwesterly corner  of
     said parcel, said point also being on the Northerly right-of-
     way  line  of  S.E.  Burnside Street;  thence  leaving  said
     Northerly  right-of-way line North 22 55'  36"  East  112.00
     feet;  thence South 67 04' 24" East 10.99 feet; thence south
     22  55'  36" West 112.00 feet to said Northerly right-of-way
     line;  thence tracing said Northerly right-of-way line North
     67 04' 24" West 10.99 feet to the point of beginning.

     TOGETHER  WITH a portion that begins at a point  that  bears
     South  22  55'  36" West 31.67 feet from the most  Northerly
     corner  of  said parcel; thence South 45 45' 15" East  60.92
     feet;  thence  North  52  37' 55" East  25.65  feet  to  the
     Southerly  right-of-way line of N.W. Fairview Drive;  thence
     tracing  said Southerly right-of-way line South 42  39'  55"
     East  30.18 feet; thence leaving said Southerly right-of-way
     line  South 52 23' 08" West 16.19 feet; thence South 36  54'
     33"  West  115.27 feet; thence South 6 05'  13"  East  22.82
     feet;  thence  south  36  41' 37" West  19.45  feet  to  the
     Northerly right-of-way line of S.E. Burnside Street;  thence
     tracing  said Northerly right-of-way line North 67  04'  24"
     West  32.95 feet; thence leaving said Northerly right-of-way
     line  North 36 42' 41" East 4.70 feet; thence North  16  02;
     36"  East  31.02  feet; thence North 37 24' 30"  East  95.12
     feet;  thence North 45 02' 30" West 60.20 feet; thence North
     22 55' 36" East 27.11 feet to the point of beginning.