PROPERTY CO-TENANCY
                       OWNERSHIP AGREEMENT
          (Arby's/Mrs. Winners Restaurant - Smyrna, GA)
                                
                                
THIS CO-TENANCY AGREEMENT,

Made  and entered into as of the 27th day of Sept, 1996,  by  and
between Margaret E. Brust Irrevocable Trust, (hereinafter  called
"Brust"),  and  AEI  Net Lease Income & Growth  Fund  XX  Limited
Partnership (hereinafter called "Fund XX") (Brust, Fund  XX  (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 XX presently owns an undivided 87.6812% interest in
and  to, and Brust presently owns and undivided 12.3188% interest
in  and  to, the land, situated in the City of Smyrna, County  of
Cobb, and State of GA, (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 Brust's interest  by
Fund XX; 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 Brust  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  XX, or its designated agent,  successors  or
assigns.  Provided, however, if Fund XX shall  sell  all  of  its
interest in the Premises, the duties and obligations of  Fund  XX
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  XX  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  XX  as  their  sole  and
exclusive  agent to deal with any property agent and  to  execute
leases of space within the 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 all present or  future  Co-
Tenants. Only Fund XX may obligate any Co-Tenant with respect  to
any expense for the Premises.

As  further  set forth in paragraph 2 hereof, Fund XX  agrees  to
require any lessee of the Premises to name Brust as an insured or
additional  insured in all insurance policies  provided  for,  or
contemplated by, any lease on the Premises. Fund XX 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 XX 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.





Co-Tenant Initial: /s/ MEB
Co-Tenancy Agreement for Arby's/Mrs. Winners - Smyrna, GA



2.    Income,  expenses and any net proceeds from a sale  of  the
Premises 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 XX may offset against,  pay  to
itself  and  deduct  from any payment due  to  Brust  under  this
Agreement, and may pay to itself the amount of Brust's  share  of
any  legitimate expenses of the Premises which are  not  paid  by
Brust  to  Fund  XX or its assigns, within ten  (10)  days  after
demand  by  Fund XX. In the event there is insufficient operating
income  from  which to deduct Brust's unpaid share  of  operating
expenses,  Fund  XX  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
Lessee  under  terms of any triple net lease agreement  initiated
concurrently with, or subsequent to, this agreement.

Brust  has  elected to retain, and agrees to annually  reimburse,
Fund  XX  in  the  amount of $595 for the  expenses,  direct  and
indirect,  incurred by Fund XX in providing quarterly  accounting
and  distributions  of  Brust's  share  of  net  income  and  for
tracking,  reporting  and assessing the  calculation  of  Brust's
share  of  operating  expenses incurred from the  Premises.  This
invoice  amount  shall be pro-rated for partial years  and  Brust
authorizes  Fund XX to deduct such amount from Brust's  share  of
revenue.  Brust  may terminate this agreement  at  any  time  and
collect it's share of rental stream directly from the tenant.

3.    Full, accurate and complete books of account shall be  kept
in  accordance  with generally accepted accounting principles  at
Fund  XX'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, Fund XX 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, Brust shall be entitled
to  receive 12.3188% of all items of income and expense generated
by  the  Premises,  and  Fund XX shall  be  entitled  to  receive
87.6812%  as its share. 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 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 XX, shall, within
fifteen  (15) business days after receipt of notice, make payment
to  Fund  XX 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.






Co-Tenant Initial: /s/ MEB
Co-Tenancy Agreement for Arby's/Mrs. Winners - Smyrna, GA





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 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  the
expiration  date plus extensions of the net lease  agreement   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 Premises and with the  title  thereto.
Once  any  person, party or entity has ceased to have an interest
in  fee in the Premises, 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;

If to Fund XX:

AEI Net Lease Income & Growth Fund XX Limited Partnership
1300 Minnesota World Trade Center
30 E. Seventh Street
St. Paul, Minnesota  55101

If to Brust:

Margaret E. Brust, Trustee
772 N. Craven St.
Monmouth, OR  97361


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.

10.   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.

11.    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.





Co-Tenant Initial: /s/ MEB
Co-Tenancy Agreement for Arby's/Mrs. Winners - Smyrna, GA




12.   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.

Brust         Margaret E. Brust Irrevocable Trust

              By: /s/ Margaret E. Brust, Trustee
                      Margaret E. Brust, Trustee

STATE OF Oregon   )
                    ) ss                [notary seal]
COUNTY OF Marion  )

The  foregoing instrument was acknowledged  before  me,  a
Notary  Public in and for the County and State  aforesaid,
this  10th day of September,1996, by Carole Rhoden, Notary
Public.


Fund  XX    AEI Net Lease Income & Growth Fund XX Limited Partnership

            By: AEI Fund Management XX, Inc., its corporate general partner

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

Witness     By: /s/ Laura Steidl

Witness     By: /s/ Sadie jo D. Hansen

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 10th day of October,
1996,  Robert  P. Johnson, President of AEI Fund  Management  XX,
Inc.,  corporate  general  partner of AEI  Real  Estate  Fund  XX
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/ Linda A. Bisdorf
                                   Notary Public

              [notary seal]





Co-Tenant Initial: /s/ MEB
Co-Tenancy Agreement for Arby's/ Mrs. Winners - Smyrna, GA








                              EXHIBIT A


ALL  THAT  TRACT or parcel of land lying and being in  Land  Lots
688,689,  752 and 753 of the 17th District, 2nd Section  of  Cobb
County,   Georgia,  containing  1.071  acres,  same  being   more
particularly described as follows:

TO  FIND  THE  TRUE POINT OF BEGINNING, begin  at  the  point  of
intersection  of  the westerly Right-of-Way Line  of  South  Cobb
Drive (Two-hundred (200') foot Right-of-Way) and of the southerly
Right-of-Way  Line  of Kenwood Road (Fifty  (50')  foot  Right-of
Way);  thence traveling along the westerly Right-of-Way  Line  of
said South Cobb Drive south 11 degrees 59 minutes 32 seconds east
a  distance of 36.03 feet to a point on said Right-of- Way  Line;
thence  continuing along said Right-of-Way Line south 09  degrees
19  minutes 41 seconds east a distance of 166.01 feet to a  point
on said Right-of Way Line; thence continuing along said Right-of-
Way  Line along a curve to the left an arc distance of 18.12 feet
(said arc being subtended by a chord bearing south 11 degrees  12
minutes 11 seconds east a chord distance of 18.12 feet and having
a radius of 2,964.79 feet) to an iron pin se on said Right-of-Way
Line  and  at  the southeast corner of property now  or  formerly
owned  by Wendy's International, Inc., which iron pin set is  the
TRUE POINT OF BEGINNING; FROM THE TRUE POINT OF BEGINNING as thus
established continuing along said Right-of Way Line along a curve
to  the  left  an  arc distance of 161.96 feet  (said  arc  being
subtended  by  a  chord bearing south 12 degrees  56  minutes  36
seconds east a chord distance of 161.94 feet and having a  radius
of  2,964.79 feet) to an iron pin set on said Right-of  Way  Line
and at the northeast corner of the property now or formerly owned
by Checkers Restaurant; thence leaving said Right-of-Way Line and
traveling along the northwesterly line of said Checkers  property
south  71  degrees 15 minutes 52 seconds west a  distance  221.74
feet  to  an  iron pin set; thence traveling north 18 degrees  44
minutes 08 seconds west a distance of 132.30 feet to an iron  pin
set; thence traveling north 07 degrees 31 minutes 35 seconds east
a  distance  of  131.18 feet to an iron pin set at the  southwest
corner  of  said  Wendy's property; thence  traveling  along  the
southeasterly line of said Wendy's property south 82  degrees  28
minutes 25 seconds east a distance of 200.76 feet to an iron  pin
set, and the TRUE POINT OF BEGINNING.

ALL  AS  SHOWN  on  that certain survey for  RTM  Georgia,  Inc.,
prepared  by  Federer-Ruppert & Associates, bearing the  seal  of
James  W. Woolley, Georgia Registered Land Surveyor Number  1478,
dated January 17, 1994, last revised May 10, 1994.

TOGETHER  WITH  all  rights with respect to  the  above  property
reserved   in   Limited  Warranty  Deed  form  Wilson   Financial
Corporation, a Florida Corporation to Wendy's International, Inc.
and  Ohio Corporation, dated December 26, 1989, filed for  record
December 28, 1989 at 2:01 p.m., recorded in Deed Book 5590,  Page
288, Records of Cobb County, Georgia.

TOGETHER  WITH  all  rights with respect to  the  above  property
reserved  in  that  certain Limited Warranty Deed  from  American
Founders Life Insurance Company, a Texas corporation to Robert G.
Brown, dated June 8, 1992, filed for record June 9, 1992 at 10.21
a.m., recorded in Deed Book 6682, Page 118, aforesaid Records.

TOGETHER  WITH all rights with respect to the above property  set
forth   in   Easement  Grant  by  and  between  Wilson  Financial
Corporation,  a  Florida  corporation and Wendy's  International,
Inc.,  an  Ohio corporation, dated December 26, 1989,  filed  for
record  December  28, 1989 at 2:01 p.m., recorded  in  Deed  Book
5590,  Page  291, aforesaid Records; as amended by  that  certain
Amendment  to  Easement Grant, dated June  30,  1993,  filed  for
record  July  1, 1993 at 2:15 p.m., recorded in Deed  Book  7448,
Page 421, aforesaid Records.

TOGETHER  WITH all rights with respect to the above property  set
forth in Easement Agreement by and between American Founders Life
Insurance Company, a Texas corporation and Robert G. Brown, dated
June  8,1  992,  filed for record June 9, 1992,  at  10:21  a.m.,
recorded  in  Deed  Book  6682, Page 123, aforesaid  Records;  as
amended  by  that certain Amendment to Easement Agreement,  dated
June  30,  1993,  filed for record July 1,  1993  at  2:15  p.m.,
recorded in Deed Book 7448, Page 433, aforesaid Records.

TOGETHER WITH all rights granted in that certain Sign Easement by
and  between  American Founders Life Insurance Company,  a  Texas
corporation and RTM Georgia, Inc., dated June 30, 1993, filed for
record  July  1, 1993 at 2:15 p.m., recorded in Deed  Book  7448,
Page 467, aforesaid Records.

TOGETHER  WITH  all rights granted in that certain  New  Driveway
Easement  Grant  by and between American Founders Life  Insurance
Company  and  RTM Georgia, Inc., dated June 30, 1993,  filed  for
record  July  1, 1993 at 2:15 p.m., recorded in Deed  Book  7448,
Page 450, aforesaid Records.