PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
              (Arby's Restaurant - Hudsonville, MI)

THIS CO-TENANCY AGREEMENT,

Made  and  entered into as of the 30th day of November, 2000,  by
and  between Scott L. Skogman (hereinafter called "Skogman")  and
AEI Real Estate Fund 85-A Limited Partnership (hereinafter called
"Fund  85-A")  (Skogman, 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 16.3319% interest
in  and  to,  and  Scott L. Skogman presently owns  an  undivided
38.2745%  interest in and to, Scorpion Enterprises, LLC presently
owns  an  undivided 21.4337% interest in and to, and  James  Juan
Spillet  and Carol T. Spillet, married as joint tenants presently
own an undivided 23.9599% interest in and to the land situated in
the  City  of  Hudsonville, County of Ottawa  and  State  of  MI,
(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
operation  and management of the Premises and Skogman's  interest
by Fund 85-A; the continued leasing of space within the Premises;
for  the distribution of income from and the pro-rata sharing  in
expenses of the Premises.

NOW THEREFORE, in consideration of the purchase by Skogman 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.    The  operation  and  management of the  Premises  shall  be
delegated  to  Fund 85-A, or its designated agent, successors  or
assigns.  Provided, however, if Fund 85-A shall sell all  of  its
interest in the Premises, the duties and obligations of Fund 85-A
respecting  management  of  the Premises  as  set  forth  herein,
including but not limited to paragraphs 2, 3, and 4 hereof, shall
be exercised by the holder or holders of a majority undivided co-
tenancy interest in the Premises. Except as hereinafter expressly
provided to the contrary, each of the parties hereto agrees to be
bound  by  the  decisions  of  Fund  85-A  with  respect  to  all
administrative,  operational  and  management  matters   of   the
property  comprising the Premises, including but not  limited  to
the  management of the net lease agreement  for the Premises. The
parties  hereto  hereby designate Fund 85-A  as  their  sole  and
exclusive  agent  to deal with, and Fund 85-A  retains  the  sole
right  to deal with, any property agent or tenant and to monitor,
execute  and  enforce  the terms of leases of  space  within  the
Premises,  including but not limited to any amendments,  consents



Co-Tenant Initial: /s/ SS
Co-Tenancy Agreement for Arby's Restaurant-Hudsonville, MI


to  assignment, sublet, releases or modifications  to  leases  or
guarantees  of  lease  or easements affecting  the  Premises,  on
behalf  of Skogman. As long as Fund 85-A owns an interest in  the
Premises, only Fund 85-A may obligate Skogman with respect to any
expense for the Premises.

As  further set forth in paragraph 2 hereof, Fund 85-A agrees  to
require  any lessee of the Premises to name Skogman as an insured
or  additional insured in all insurance policies provided for, or
contemplated by, any lease on the Premises. Fund 85-A  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, Fund 85-A 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. Fund 85-A may  offset
against, pay to itself and deduct from any payment due to Skogman
under  this  Agreement,  and may pay  to  itself  the  amount  of
Skogman's share of any legitimate expenses of the Premises  which
are  not paid by Skogman to Fund 85-A or its assigns, within  ten
(10)  days  after  demand by Fund 85-A. In  the  event  there  is
insufficient  operating  income from which  to  deduct  Skogman's
unpaid share of operating expenses, Fund 85-A 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.

Skogman  has no requirement to, but has, nonetheless  elected  to
retain, and agrees to annually reimburse, Fund 85-A in the amount
of $1,300 for the expenses, direct and indirect, incurred by Fund
85-A   in   providing  Skogman  with  quarterly  accounting   and
distributions of Skogman's share of net income and for  tracking,
reporting  and  assessing the calculation of Skogman's  share  of
operating  expenses  incurred from  the  Premises.  This  invoice
amount   shall  be  pro-rated  for  partial  years  and   Skogman
authorizes  Fund 85-A to deduct such amount from Skogman's  share
of   revenue  from  the  Premises.  Skogman  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; however, enforcement  of
all  other provisions of the lease remains the sole right of Fund
85-A  pursuant to Section 1 hereof.  Fund 85-A may terminate  its
obligation  under this paragraph upon 30 days notice  to  Skogman
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
Fund  85-A'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



Co-Tenant Initial: /s/ SS
Co-Tenancy Agreement for Arby's Restaurant-Hudsonville, MI


end of each calendar year during the term hereof, Fund 85-A 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, Skogman shall be
entitled  to receive 38.2745% 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 therefor from Fund  85-A,  shall,
within  fifteen (15) business days after receipt of notice,  make
payment to Fund 85-A 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.

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.  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  property management 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,  2029 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.

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



Co-Tenant Initial: /s/ SS
Co-Tenancy Agreement for Arby's Restaurant-Hudsonville, MI


If to Fund 85-A:

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

If to Skogman:

Scott L. Skogman
4808 Stark Road
Cambridge, MN  55008

If to Scorpion:

Scorpion Enterprises, LLC
4010 N. Bend Road
Cincinnati, OH  45211

If to Spillet:

James Juan and Carol T. Spillet
4546 Highway 37 South, Box 278
Rockland, ID  83271

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.
9.    This  Agreement shall not create any partnership  or  joint
venture  among or between the Co-Tenants or any of them, and  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


Co-Tenant Initial: /s/ SS
Co-Tenancy Agreement for Arby's Restaurant-Hudsonville, MI



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.


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

Skogman:  Scott L. Skogman

          By: /s/ Scott L Skogman
                  Scott L. Skogman





          WITNESS:

          /s/ Kathleen J Yerigan

              Kathleen J Yerigan
                (Print Name)



State of Minnesota)
                      ) ss.
County of Isanti  )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify  there  appeared  before  me  this  29th  day  of
November,  2000,  Scott  L. Skogman, who executed  the  foregoing
instrument in said capacity.

                              /s/ Thomas L Satrom
                                   Notary Public
[notary seal]







Co-Tenant Initial: /s/ SS
Co-Tenancy Agreement for Arby's Restaurant-Hudsonville, MI





Fund 85-A: 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/ Jill Rayburn

                   Jill Rayburn
                   (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  30th  day  of
November,  2000,  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  in
its  capacity  as corporate general partner, on  behalf  of  said
limited partnership.

                              /s/ Heather A Garcia
                                   Notary Public
[notary seal]


Co-Tenant Initial: /s/ SS
Co-Tenancy Agreement for Arby's Restaurant-Hudsonville, MI





                              EXHIBIT "A"

                        [Hudsonville, Michigan]


          Part of the Northeast fractional 1/4 of Section 5, Town
     5  North,  Range  13  West, City of  Hudsonville,  Michigan,
     described as:

          COMMENCING  at  the Northeast corner of  said  Section,
     thence  South 02 degrees 21 minutes 30 seconds  West  995.20
     feet  along the East line of said Section; thence  North  89
     degrees 26 minutes 38 seconds West 33.02 feet; thence  South
     02  degrees  21 minutes 30 seconds West 28.51  feet;  thence
     North  87 degrees 28 minutes 30 seconds West 17.00  feet  to
     the  PLACE OF BEGINNING; thence South 02 degrees 21  minutes
     30 seconds West 147.02 feet along the West right-of-way line
     of  32nd  Avenue;  thence North 89  degrees  26  minutes  38
     seconds West 250.00 feet; thence North 02 degrees 21 minutes
     30  seconds  East 175.00 feet; thence South  89  degrees  26
     minutes 28 seconds East 250.00 feet; thence South 02 degrees
     21  minutes  30  seconds West 27.98 feet  to  the  PLACE  OF
     BEGINNING.


     SUBJECT  TO  AND TOGETHER WITH an easement for  ingress  and
     egress over part of the Northeast fractional 1/4, Section 5,
     Town  5  North,  Range 13 West, City of Hudsonville,  Ottawa
     County, Michigan, described as:

     COMMENCING  at the Northeast corner of said Section,  thence
     South  02  degrees 21 minutes 30 seconds West  1170.20  feet
     along the East line of said Section; thence North 89 degrees
     26  minutes  38  seconds West 93.88 feet  to  the  POINT  OF
     BEGINNING;  thence South 00 degrees, 33 minutes  22  seconds
     West  10.52  feet;  thence South 88 degrees  27  minutes  06
     seconds  East 43.52 feet; thence South 02 degrees 21 minutes
     30  seconds West 26.00 feet along the West Right-of-Way line
     of  32nd  Avenue;  thence North 88  degrees  27  minutes  06
     seconds  West 42.86 feet; thence South 02 degrees 21 minutes
     20  seconds  West 136.00 feet; thence North  87  degrees  38
     minutes  05 seconds West 76.54 feet; thence South 47 degrees
     38  minutes  40  seconds West 14.21 feet;  thence  South  02
     degrees 55 minutes 25 seconds West 20.20 feet; thence  North
     89  degrees 26 minutes 38 seconds West 16.01 feet along  the
     North  Right-of-Way line of Highland Drive; thence North  02
     degrees 55 minutes 25 seconds East 30.70 feet; thence  North
     87  degrees  38  minutes 05 seconds West 9.00  feet;  thence
     South  47  degrees  38 minutes 40 seconds  West  7.11  feet;
     thence  South  02 degrees 55 minutes 25 seconds  West  26.15
     feet;  thence  North 89 degrees 26 minutes 38  seconds  West
     16.01  feet along said North Right-of-Way line; thence North
     02  degrees  55 minutes 25 seconds East 55.65  feet;  thence
     South  87  degrees 38 minutes 05 seconds East  106.31  feet;
     thence  North 02 degrees 21 minutes 20 seconds  East  116.81
     feet;  thence  North 00 degrees 33 minutes 22  seconds  East
     30.90  feet; thence South 89 degrees 26 minutes  38  seconds
     East 26.00 feet to the POINT OF BEGINNING.


SUBJECT TO AND TOGETHER WITH an easement over part of the
Northeast fractional 1/4 of Section 5, Town 5 North, Range 13
West, City of Hudsonville, Ottawa County, Michigan, described as:
COMMENCING at the Northeast corner of said Section; thence South
02 degrees 21 minutes 30 seconds West 929.17 feet along the East
line of said Section; thence North 89 degrees 26 minutes 38
seconds West 50.03 feet to the POINT OF BEGINNING; thence North
89 degrees 26 minutes 38 seconds West 115.00 feet; thence South
02 degrees 21 minutes 30 seconds East 66.03 feet; thence South 89
degrees 26 minutes 38 seconds East 115.00 feet; thence North 02
degrees 21 minutes 30 seconds East 66.03 feet to the POINT OF
BEGINNING.