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

THIS CO-TENANCY AGREEMENT,

Made  and entered into as of the 31 day of January, 2001, by  and
between  Dwight  W.  Peterson and Linda R. Peterson,  married  as
joint tenants (hereinafter called "Peterson") and AEI Real Estate
Fund  85-A  Limited Partnership (hereinafter called "Fund  85-A")
(Peterson,  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 1.0221%  interest
in  and to, and Peterson presently owns an undivided 15.3098%  in
and to, and Scott L. Skogman presently owns an undivided 38.2745%
interest in and to, and Scorpion Enterprises, LLC presently  owns
an  undivided 21.4337% interest in and to, and James Juan Spillet
and  Carol  T.  Spillet,  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 Peterson'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 Peterson 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


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


Premises,  including but not limited to any amendments,  consents
to  assignment, sublet, releases or modifications  to  leases  or
guarantees  of  lease  or easements affecting  the  Premises,  on
behalf of Peterson. As long as Fund 85-A owns an interest in  the
Premises,  only Fund 85-A may obligate Peterson 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 Peterson 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
Peterson  under this Agreement, and may pay to itself the  amount
of  Peterson's share of any legitimate expenses of  the  Premises
which  are  not  paid by Peterson 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
Peterson'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.

Peterson  has no requirement to, but has, nonetheless elected  to
retain, and agrees to annually reimburse, Fund 85-A in the amount
of  $525.00  for the expenses, direct and indirect,  incurred  by
Fund  85-A  in  providing Peterson with quarterly accounting  and
distributions of Peterson's share of net income and for tracking,
reporting  and assessing the calculation of Peterson's  share  of
operating  expenses  incurred from  the  Premises.  This  invoice
amount   shall  be  pro-rated  for  partial  years  and  Peterson
authorizes Fund 85-A to deduct such amount from Peterson's  share
of  revenue  from  the  Premises.  Peterson  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  Peterson
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


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



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, 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, Peterson  shall
be  entitled  to  receive 15.3098% 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/ DWP /s/ LP
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 Peterson:

Dwight W. Peterson
Linda R. Peterson
1344 Wild Horse Point
address
Saratoga Springs, Utah 84043
city, state

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
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.


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


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
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.

Peterson:

          By: /s/ Dwight W Peterson
                  Dwight W. Peterson

          By: /s/ Linda R Peterson
                  Linda R. Peterson

          WITNESS:

              /s/ Daniel L Whittenburg

                  Daniel L Whittenburg
                     (Print Name)



State of Utah)
                     ) ss.
County of Salt Lake )

I,  a Notary Public in and for the state and county of aforesaid,
hereby  certify there appeared before me this 23 day of  January,
2001,  Dwight W. Peterson and Linda R. Peterson, married as joint
tenants, who executed the foregoing instrument in said capacity.


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



                              /s/ J Randall Richards
                                   Notary Public

[notary seal]


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/ Jeanne Herda

              Jeanne Herda
              (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 31 day of  January,
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 in its capacity as
corporate general partner, on behalf of said limited partnership.

                              /s/ Heather A Garcia
                                   Notary Public


[notary seal]




           (REMAINDER OF PAGE INTENTIONALY LEFT BLANK)



Co-Tenant Initial: /s/ DWP /s/ LP
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.