RETURN TO AFTER RECORDING:

LandAmerica National Commercial Services
450 S. Orange Avenue, Suite 170
Orlando, Florida 32801
Attn:  Keren Baki


PREPARED BY:

Dale A. Burket, Esquire
Lowndes, Drosdick, Doster,
Kantor & Reed, P.A.              SPACE   ABOVE  THIS   LINE   FOR
215 North Eola Drive             RECORDER'S USE
P. O. Box 2809
Orlando, Florida 32802



             ASSIGNMENT AND ASSUMPTION OF LEASE AND
        UNCONDITIONAL GUARANTY OF PAYMENT AND PERFORMANCE

      THIS  ASSIGNMENT AND ASSUMPTION OF LEASE AND  UNCONDITIONAL
GUARANTY  OF PAYMENT AND PERFORMANCE ("Assignment") is  effective
as  of  the  28  day  of  August, 2001,  between  CNL  RESTAURANT
INVESTORS  PROPERTIES, LLC, a Delaware limited liability  company
("Assignor"),  and AEI INCOME & GROWTH FUND 23 LLC,  A  MINNESOTA
LIMITED LIABILITY COMPANY, AS TO AN UNDIVIDED SIXTY PERCENT (60%)
AND AEI PRIVATE NET LEASE MILLENNIUM FUND LIMITED PARTNERSHIP,  A
MINNESOTA  LIMITED PARTNERSHIP, AS TO AN UNDIVIDED FORTY  PERCENT
(40%),  AS  TENANTS IN COMMON ("Assignee"), under  the  following
circumstances:

      A.    Assignor is the Landlord with respect to that certain
Lease Agreement between CNL Restaurant Investors Properties, LLC,
a  Delaware  limited liability company and Franchise  Associates,
Inc.,  a  Minnesota  corporation, dated February  20,  2001  (the
"Lease"), as evidenced by Memorandum of Lease dated February  20,
2001,  filed  of  record May 29, 2001, as  Document  No.  372297,
Office  of  the  Registrar  of Titles, Anoka  County,  Minnesota,
whereby   Assignor  leased  to  Franchise  Associates,  Inc.,   a
Minnesota  corporation, that certain property  known  as  Arby's,
Site  # 6910, 3885 124th Avenue NW, Coon Rapids, MN  55433,  more
particularly described on the attached Exhibit "A";

       B.     Assignor   is  the  beneficiary  of  that   certain
Unconditional  Guaranty  of Payment and Performance  executed  by
RTM,  Inc., a Georgia corporation; RTM Partners, Inc., a  Georgia
corporation;  RTM Acquisition Company, L.L.C., a Georgia  limited
liability company; and RTM Management Company, L.L.C.,  a Georgia
limited   liability  company,  dated  February  20,   2001   (the
"Guaranty")  and  to  and  for  the  benefit  of  CNL  Restaurant
Investors Properties, LLC, a Delaware limited liability  company;
and

       C.    Assignor  desires  to  assign  to  Assignee  all  of
Assignor's right, title and interest in, to and under  the  Lease
and  the  Guaranty,  and  Assignee  desires  to  assume  all   of
Assignor's obligations under the Lease arising after the date  of
this Assignment.

      NOW,  THEREFORE, for the mutual covenants contained  herein
and  other  good  and  valuable consideration,  the  receipt  and
sufficiency  of  which  are  hereby  acknowledged,  Assignor  and
Assignee agree as follows:

      1.    Assignor  assigns to Assignee all  right,  title  and
interest of the Landlord in, to and under the Lease, and Assignee
assumes  and agrees to perform all of the obligations of Assignor
under  the  Lease first arising from and after the date  of  this
Agreement.

      2.    Assignor represents and warrants that Assignor  holds
all  such right, title and interest of Landlord under the  Lease,
has  the  right to convey it to Assignee, that such right,  title
and  interest are unencumbered by Assignor, that the Lease is  in
full  force and effect, and that, to Assignor's actual knowledge,
neither the Landlord nor the Tenant is in material default of any
of  its  obligations under the Lease, nor has any event  occurred
which,  with  notice,  the  passage  of  time,  or  both,   could
constitute a material default under the Lease.

      3.    Assignor hereby agrees to indemnify Assignee against,
and  hold  Assignee harmless from, any and all  cost,  liability,
loss,   damage   or   expense,  including,  without   limitation,
reasonable  attorneys' fees, first arising or accruing  prior  to
the  date  hereof  in connection with Assignor's  performance  or
observance  of,  or  the  failure  to  perform  or  observe,  any
agreement  or  obligation of Assignor arising  under  the  Lease.
Assignee  hereby agrees to indemnify Assignor against,  and  hold
Assignor harmless from, any and all cost, liability, loss, damage
or  expense, including, without limitation, reasonable attorneys'
fees,  arising or accruing as of or subsequent to the date hereof
in  connection with Assignee' performance or observation  of,  or
failure to perform or observe any agreement or obligation arising
under the Lease hereby assumed by Assignee.

      4.   Pursuant to paragraph 10 of that certain Unconditional
Guaranty  of  Payment and Performance dated as  of  February  20,
2001,  to  and  for  the  benefit  of  CNL  Restaurant  Investors
Properties, LLC (the "Guaranty"), the Guaranty shall apply and is
hereby assigned to and for the benefit of the Assignee.

                    [Signatures on Next Page]



     SIGNED as of the date first written above.

                                        "ASSIGNOR"

Signed, Sealed and Delivered
In the presence of:              CNL     RESTAURANT     INVESTORS
                                 PROPERTIES,  LLC,   a   Delaware
                                 limited liability company
  /s/ Catherine Walker
Name: Catherine Walker           BY:  CNL   RESTAURANT  INVESTORS
                                      PROPERTIES,     INC.,     a
                                      Delaware  corporation,   as
  /s/ Peter J Behr                    Managing Member
Name: Peter J Behr
                                 By: /s/ Robert W. Chapin
                                 Name:   Robert W Chapin
                                 Title:  President


STATE OF FLORIDA
COUNTY OF ORANGE

     The  foregoing  was acknowledged before me this  27  day  of
August,  2001, by Robert W Chapin as President of CNL  RESTAURANT
INVESTORS  PROPERTIES, INC., a Delaware corporation, as  Managing
Member  of  CNL RESTAURANT INVESTORS PROPERTIES, LLC, a  Delaware
limited  liability  company, on behalf  of  the  corporation  and
limited liability company.


/s/ Emma R Rullan
Notary Public, State of Florida

Printed Name: Emma R Rullan             [notary seal]
Notary Commission No.
My Commission Expires:

                                        "ASSIGNEE"

Signed, Sealed and Delivered     AEI Income  &  Growth  Fund   23
In the presence of:                   LLC,  a  Minnesota  limited
                                      liability company

  /s/ Sarah Blazier              By:  AEI  Fund  Management  XXI,
Name: Sarah Blazier                   Inc.,      a      Minnesota
                                      corporation,  as   Managing
                                      Member
  /s/ Angela Terryll
Name: Angela Terryll
                                 By:  /s/ Robert P Johnson
                                          Robert P. Johnson, President



STATE OF Minnesota
COUNTY OF Ramsey

      The  foregoing was acknowledged before me this  27  day  of
August,  2001,  by Robert P. Johnson, as President  of  AEI  Fund
Management XXI, Inc., a Minnesota corporation as managing  member
of AEI Income & Growth Fund 23 LLC, a Minnesota limited liability
company,  on  behalf  of said corporation and  limited  liability
company.



/s Michael B Daugherty
Notary Public, State of Minnesota                 [notary seal]

Printed Name: Michael B Daugherty
Notary Commission No.
My Commission Expires: Jan 31, 2005


Signed, Sealed and Delivered          AEI  Private   Net    Lease
In the presence of:                   Millennium   Fund   Limited
                                      Partnership,  a   Minnesota
                                      limited partnership
  /s/ Debra L Achman
Name: Debra L Achman             By:  AEI  Fund Management XVIII,
                                      Inc.,      a      Minnesota
                                      corporation,   as   General
  /s/ Brent D Cook                    Partner
Name: Brent D Cook

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



STATE OF Minnesota
COUNTY OF Ramsey

      The  foregoing was acknowledged before me this 27th day  of
August,  2001,  by Robert P. Johnson, as President  of  AEI  Fund
Management  XVIII,  Inc.,  a  Minnesota  corporation  as  general
partner   of  AEI  Private  Net  Lease  Millennium  Fund  Limited
Partnership, a Minnesota limited partnership, on behalf  of  said
corporation and limited partnership.



/s/ Michael B Daugherty
Notary Public, State of Minnesota

Printed Name:                                [notary seal]
Notary Commission No.
My Commission Expires:


                           EXHIBIT "A"

                        Legal Description

Lot 2, Block 1, Riverdale Commons Fourth Addition, together with
appurtenant easements created pursuant to Reciprocal Easement
Agreement and Consent, Document No. 275288, as amended and
Operation and Easement Agreement, Document No. 303551, as
amended.