PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
           Marie Callender Pie Shops, Gresham, Oregon

THIS CO-TENANCY AGREEMENT,

Made  and entered into as of the 28th day of June, 2001,  by  and
between   AEI   Real   Estate  Fund  85-A   Limited   Partnership
(hereinafter  called  "Co-Tenancy  Manager"),  and  David   Louis
Cruickshank,  trustee under the trust created by the  will  dated
June  5,  1964  of Louis William Achenbach, deceased (hereinafter
called  "Cruickshank"). (Cruickshank, 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 74.5676  interest
in  and  to, and Cruickshank presently owns an undivided 10.5968%
interest  in and to, and Donald B. Wood and Sue D. Wood, Trustees
of  the  Wood  Family  Trust  dated 3/15/93,  as  amended  7/9/97
presently own an undivided 14.8356% interest in and to the  land,
situated  in the City of Gresham, County of Multnomah, 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 Cruickshank's interest in the Premises.

NOW  THEREFORE,  in consideration of the purchase by  Cruickshank
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.    Cruickshank,  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
Cruickshank   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-


Co-Tenant Initial: /s/ DLC
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc., Gresham, OR



Tenant  as otherwise set 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 Cruickshank shall revoke such authority as
provided  herein,  Co-Tenancy Manager or Cruickshank  itself  may
obligate  Cruickshank 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.
Cruickshank  agrees to execute and deliver to Co-Tenancy  Manager
such  written approval of documents approved by Cruickshank, 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 Cruickshank.

As  further  set forth in paragraph 2 hereof, Co-Tenancy  Manager
agrees  to require any lessee of the Premises to name Cruickshank
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  Cruickshank under this Agreement, and may pay to  itself  the
amount of Cruickshank 's share of any reasonable expenses of  the
Premises which are not paid by Cruickshank to Co-Tenancy  Manager
or  its  assigns, within ten (10) days after demand by Co-Tenancy
Manager.   In  the  event there is insufficient operating  income
from  which  to deduct Cruickshank '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
tenant under terms of any lease agreement of the Premises.


Co-Tenant Initial: /s/ DLC
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc., Gresham, OR



Cruickshank  has no requirement to, but has, nonetheless  elected
to  retain, and agrees to annually compensate, Co-Tenancy Manager
in  the  amount of $564.00 or the expenses, direct and  indirect,
incurred  by  Co-Tenancy  Manager in providing  Cruickshank  with
quarterly accounting and distributions of Cruickshank 's share of
net   income  and  for  tracking,  reporting  and  assessing  the
calculation  of  Cruickshank  's  share  of  operating   expenses
incurred  from  the Premises. This invoice amount shall  be  pro-
rated  for  partial  years and Cruickshank authorizes  Co-Tenancy
Manager to deduct such amount from Cruickshank's share of revenue
from  the  Premises. Cruickshank 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 Cruickshank
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,  Cruickshank shall be entitled to receive 10.5968% 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
by  law  extend to the interest of any other Co-Tenant.  All  Co-


Co-Tenant Initial: /s/ DLC
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc., Gresham, OR


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 September
30,  2014  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 85A:

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

If to Cruickshank:

     David Louis Cruickshank, Trustee under the trust created  by
     the  will  dated  June 5, 1964 of Louis  William  Achenbach,
     deceased.
     8050 Poplar Lane
     Carmel, CA  93923



Co-Tenant Initial: /s/ DLC
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc., Gresham, OR




If to Wood:

     Donald  B. Wood and Sue D. Wood, Trustees of the Wood Family
     Trust dated 3/15/93, as amended 7/9/97.
     280 Canon Drive
     Santa Barbara, CA  93105

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. Upon written request from Co-
Tenancy  Manager from time to time at reasonable  intervals,  Co-
Tenant   shall  provide  a  current  Affidavit  of  Trustee   and
Certificate  of  Trust  verifying the name  and  address  of  the
current  trustee(s)  empowered  to  transfer  interests  in   the
Premises owned by 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 Initial: /s/ DLC
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc., Gresham, OR



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-
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  or  to  the beneficiaries of any Co-Tenant  that  is  a
trust.





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Co-Tenant Initial: /s/ DLC
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc., Gresham, OR




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


          David   Louis  Cruickshank,  trustee  under  the  trust
          created by the will dated June 5, 1964 of Louis William
          Achenbach, deceased.


          By: /s/ David Louis Cruickshank
                  David Louis Cruickshank, Trustee

          WITNESS:

          /s/ C Harrison

              C Harrison
             (Print Name)


STATE OF California)
                        ) ss
COUNTY OF Tulane)

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify  there appeared before me this 26  day  of  June,
2001,David Louis Cruickshank, trustee under the trust created  by
the will dated June 5, 1964 of Louis William Achenbach, deceased,
who executed the foregoing instrument in said capacity.

                              /s/ D Whittaker
                                  Notary Public

[notary seal]



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Co-Tenant Initial: /s/ DLC
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc., Gresham, OR



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

           By: /s/ Mark E Larson
                   Mark E. Larson, Chief Financial Officer


          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 28th day  of  June,
2001,  Mark  E.  Larson, Chief Financial  Officer  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/ DLC
Co-Tenancy Agreement for Marie Callender Pie Shops, Inc., Gresham, OR


                           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.