ASSIGNMENT AND ASSUMPTION OF LEASE


     THIS  ASSIGNMENT AND ASSUMPTION OF LEASE (this "ASSIGNMENT")
is  made  and entered into as of the 25 day of October, 2001,  by
and   between   NNN-CW,   LP,  a  Delaware  limited   partnership
("ASSIGNOR"), and AEI REAL ESTATE FUND 85-A LIMITED  PARTNERSHIP,
a  Minnesota  limited partnership, and AEI FUND MANAGEMENT  XVII,
INC., a Minnesota corporation  (collectively, "ASSIGNEE").

                            RECITALS:

      A.   Assignor and Assignee (as successor in interest to AEI
Fund  Management, Inc., a Minnesota corporation) are  parties  to
that certain Purchase and Sale Agreement dated September 6, 2001,
as  it may have been amended (the "AGREEMENT"), pursuant to which
Assignee  is  acquiring  from  Assignor  the  real  property  and
improvements, located on property more particularly described  on
EXHIBIT  A  attached  hereto  and  incorporated  herein  by  this
reference.

     B.  Pursuant to the terms of the Agreement, Assignor desires
to sell, assign, convey, transfer and set  over to  Assignee  and
Assignee  desires  to assume all of Assignor's  interest  in  and
rights  and  obligations under that certain Net  Lease  Agreement
dated  September 27, 2000 (the "LEASE"), by and between  Assignor
and  ARAMARK EDUCATIONAL RESOURCES, INC., a Delaware corporation,
d/b/a Children's World Learning Centers (the "TENANT"), including
all  rents prepaid for any period subsequent to the date of  this
Assignment, subject to the terms and conditions set forth below.

     C.  Assignor is the Landlord under the Lease with full right
and title to assign the Lease and the Rent to Assignee as provided
herein.  The Lease is valid, in full force and effect and has not
been  modified or amended.  So far as is known to Assignor, there
is  no  default  by Tenant under the Lease and no Rent  has  been
waived, anticipated, discounted, compromised or released.

      NOW,  THEREFORE,  for good and valuable consideration,  the
receipt and sufficiency of which are hereby acknowledged  by  the
parties, Assignor and Assignee hereby agree as follows:

      1    Assignor hereby irrevocably and unconditionally sells,
assigns,  conveys,  transfers and sets over  unto  Assignee,  its
heirs,  successors  and  assigns  as  of  the  date  hereof  (the
"EFFECTIVE  DATE"), all of Assignor's right, title  and  interest
in,  to  and  under: (i) the Lease, together  with  any  and  all
guaranties thereof, if any, and (ii) any and all rents prepaid as
of  the  Effective Date, held by Assignor in connection with  the
Lease (the "RENT").

     2.   Assignee hereby assumes and shall be liable for any and
all   liabilities,  claims,  obligations,  losses  and  expenses,
including  reasonable attorneys' fees arising in connection  with
the  Lease which are actually incurred, and which arise by virtue
of  acts  or  omissions occurring thereunder,  on  or  after  the
Effective  Date.  Assignor  shall  indemnify  and  hold  Assignee
harmless  from  any  and  all liabilities,  claims,  obligations,
losses and expenses, including reasonable attorneys' fees arising
in  connection  with the Lease which are actually  incurred,  and
which  arise by virtue of acts or omissions occurring thereunder,
prior  to the Effective Date.  Assignee shall indemnify and  hold
Assignor   harmless   from  any  and  all  liabilities,   claims,
obligations,  loss  and expenses, including reasonable  attorneys
fees,  arising  in connection with the Lease or as  a  result  of
Assignee's   failure  to  fulfill  the  landlord's   duties   and
obligations  accruing under the Lease on or after  the  Effective
Date.   Assignee shall be entitled to receive all income  arising
from the Lease from and after said Effective Date. Assignor shall
be  entitled to receive all income accruing from the Lease  prior
to the Effective Date.

      3.    Assignor  shall direct the tenant and  any  successor
tenant under the Lease to pay to Assignee the Rent and all  other
monetary obligations due or to become due under the Lease for the
period beginning on the Effective Date.

     4.   This Assignment shall be governed by and construed in
accordance with the laws of the state in which the Property is
located.

     5.   All rights and obligations of Assignee and Assignor
hereunder shall be binding upon and inure to the benefit of
Assignor, Assignee and the heirs, successors and assigns of each
such party.

     6.    This  Assignment may be executed  in  any  number  of
counterparts, each of which shall be effective only upon delivery
and  thereafter  shall be deemed an original, and  all  of  which
shall  be  taken to be one and the same instrument, for the  same
effect  as  if  all parties hereto had signed the same  signature
page. Any signature page of this Assignment may be detached  from
any  counterpart of this Assignment without impairing  the  legal
effect  of any signatures thereon and may be attached to  another
counterpart of this Agreement identical in form hereto but having
attached to it one or more additional signature pages.

      7.    Whenever the context so requires in this  Assignment,
all  words  used in the singular shall be construed to have  been
used  in  the  plural  (and vice versa),  each  gender  shall  be
construed  to  include any other genders, and the  word  "person"
shall be construed to include a natural person, a corporation,  a
firm,  a partnership, a joint venture, a trust, an estate or  any
other entity.






             [Signatures are on the following page]





     IN WITNESS WHEREOF, Assignor and Assignee have executed this
Assignment and Assumption of Lease as of the day and year first
above written.


          ASSIGNOR:      NNN-CW, LP.
                         a Delaware Limited Partnership

                         By:   TCC NNN Trading, Inc., a
                               Delaware corporation
                         Its:  General Partner


                         By: /s/ William E Ryan
                                 William E. Ryan, Vice President



          ASSIGNEE:      AEI REAL ESTATE FUND 85-A LIMITED
                         PARTNERSHIP

                         By:  Net Lease Management 85-A, Inc.,
                              a Minnesota corporation
                         Its: General Partner

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


                         AEI FUND MANAGEMENT XVII, INC.,
                         a Minnesota corporation


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



STATE OF COLORADO              )
                               ) ss.
CITY AND COUNTY OF DENVER      )

      The  foregoing instrument was acknowledged before  me  this
24th  day  of October, 2001, by William E Ryan, as Vice President
of  TCC  NNN  Trading, Inc., a Delaware corporation, the  general
partner of NNN-CW, LP, a Delaware Limited Partnership.

      WITNESS my hand and official seal.

      My commission expires:  [notary stamp]


                          /s/ Donna L Haug
                              Notary Public









             (Jurats continue on the following page)



STATE OF MINNESOTA             )
                               ) ss.
CITY/ COUNTY OF RAMSEY         )

     The  foregoing  instrument was acknowledged before  me  this
24th day of October, 2001, by Robert P. Johnson, as President  of
Net  Lease Management 85-A, Inc., as general partner of  AEI REAL
ESTATE FUND 85-A LIMITED PARTNERSHIP.

      WITNESS my hand and official seal.

      My commission expires:


                               /s/ Michael B Daugherty
                                   Notary  Public         [notary seal]





STATE OF MINNESOTA             )
                               ) ss.
CITY/ COUNTY OF RAMSEY         )

     The  foregoing  instrument was acknowledged before  me  this
24th day of October, 2001, by Robert P. Johnson, as President  of
Net  Lease Management 85-A, Inc., as general partner of  AEI REAL
ESTATE FUND 85-A LIMITED PARTNERSHIP.

      WITNESS my hand and official seal.

      My commission expires:


                            /s/ Michael B Daugherty
                                  Notary Public         [notary seal]





        EXHIBIT A TO ASSIGNMENT AND ASSUMPTION OF LEASE

                    DESCRIPTION OF PROPERTY



A  certain  parcel of land in West Bridgewater, Plymouth  County,
Massachusetts, being located on the Northerly side of West Center
Street,  and being identified as Lot 5 on Land Court Plan  4709-B
filed  with Plymouth Registry District of the Land Court to which
plan  reference  is  made  for  a  more  particular  description,
including the appurtenant easement over Lots 1 to 4 and 6  to  9,
shown  on  Land Court Plan 4709-B, as more particularly described
in the Declaration of Access Easement dated May 27, 1999, created
by  George  N.  Asack, Jr., Trustee of Cynthia  G.  Asack  Family
Realty  Trust  filed  as Document No. 449324  and  shown  on  the
easement plan attached thereto.