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

Made and entered into as of the 14th day of August , 1997, by and
between Russell C. Mayer, Trustee and Dixie R. Mayer, Trustee, or
their  Successor Trustees of The Russell C. and  Dixie  R.  Mayer
Trust, dated April 11, 1995 (hereinafter called "Mayer"), and AEI
Net   Lease   Income   &  Growth  Fund  XX  Limited   Partnership
(hereinafter  called "Fund XX") (Mayer, 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 26.6851% interest in
and  to,  and Mayer presently owns an undivided 12.3188% interest
in  and  to,  and  Kuster  presently owns an  undivided  13.4236%
interest in and to, and the Mark A. Benson Living Trust presently
owns  an  undivided 15.8515% interest in and to and the  John  J.
Zeller Living Trust presently owns an undivided 19.4022% interest
in and to, and Margaret E. Brust Irrevocable Trust presently owns
an  undivided 12.3188% interest (also referred to herein  as  Co-
Tenant)  in  and  to, the land, situated in the City  of  Smyrna,
County  of  Cobb, and State of Georgia, (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 Mayer'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 Mayer  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 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  to  assignment, sublet, releases  or  modifications  to
leases  or  guarantees  of  lease  or  easements  affecting   the
Premises,  on  behalf of Mayer. Only Fund XX may  obligate  Mayer
with respect to any expense for the Premises.

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



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




Premises.   Fund  XX  shall  use  its  best  efforts  to   obtain
endorsements  adding  Co-Tenants to  said  policies  from  Tenant
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.

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  Mayer  under  this
Agreement, and may pay to itself the amount of Mayer's  share  of
any  legitimate expenses of the Premises which are  not  paid  by
Mayer  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 Mayer'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
Tenant under terms of any lease agreement of the Premises.

Mayer  has  no  requirement to, but has nonetheless,  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 Mayer's
share of net income and for tracking, reporting and assessing the
calculation of Mayer's share of operating expenses incurred  from
the  Premises. This invoice amount shall be pro-rated for partial
years  and  Mayer authorizes Fund XX to deduct such  amount  from
Mayer's  share of revenue from the Premises. Mayer may  terminate
this  agreement respecting accounting and distributions  in  this
paragraph  at  any time and seek to collect its share  of  rental
stream  directly  from  the tenant; however  enforcement  of  all
provisions  of  the  lease remains the  sole  right  of  Fund  XX
pursuant  to  section  1  hereof.   Fund  XX  may  terminate  its
obligation  under  this paragraph upon 30 days  notice  to  Mayer
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  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, Mayer shall be entitled
to  receive 12.3188% 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  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.



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





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,  or
set forth herein.

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
May  31,  2024 or upon the sale of the entire fee simple interest
in  the  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.   Mayer agrees to notify Fund XX upon the  appointment
of  any successor trustee, or any amendment of The Russell C. and
Dixie  Mayer Trust affecting the powers of the Trustee to  manage
or dispose of the Mayer's interest in the Premises.

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

If to Zeller:

John J. Zeller, Trustee
522 U.S. Highway 89
Vaughn, MT  59487

If to Benson:

Mark A. Benson, Trustee
745 Bowhill Rd.
Hillsborough, CA  94010


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




If to Kuster:

Anton Kuster, Jr.
4214 Danbury
Amarillo, TX  79109

If to Mayer:

Russell C. Mayer, Trustee
Dixie R. Mayer, Trustee
4919 Laurette Street
Torrance, CA  90503

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
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.

Mayer  The Russell C. and Dixie R. Mayer Family Trust, dated April 11, 1995

       By: /s/ Russell C Mayer
               Russell C. Mayer, Trustee

       By: /s/ Dixie Mayer
               Dixie R. Mayer, Trustee

Witness   By: /s/ Steven E Kus

Witness   By: /s/ Steven E Kus


STATE OF California)
                    ) ss
COUNTY OF Los Angeles)

The  foregoing instrument was acknowledged  before  me,  a
Notary  Public in and for the County and State  aforesaid,
this  1  day of August, 1997, by Patricia A Walker, 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/ Dawn E Campbell

Witness  By: /s/ Jeni K Henrickson

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 14th day of August,
1997,  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/ DM /s/ RCM
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
     set on said Right-of-Way Line and at the southeast corner of
     property  now  or  formally owned by Wendy's  International,
     Inc.,  which  iron pin set is the TRUE POINT  OR  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 of 221.74 feet to an iron pin  set;
     thence traveling north 18 degrees 44 minutes 08 seconds west
     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 from  Wilson  Financial
     Corporation, a Florida Corporation to 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 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  at  2:01 p.m., recorded in Deed Book 5590,  Page  291,
     aforesaid  Records; as amended b 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, 1992, 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
     30,1  993,  filed  for record July 1,  1993  at  2:15  p.m.,
     recorded in Deed Book 7448, Page 450, aforesaid Records.