ASSIGNMENT OF PURCHASE AND SALE AGREEMENT

                         ASSIGNMENT
                             OF
                 PURCHASE AND SALE AGREEMENT

      THIS ASSIGNMENT made and entered into this 2nd day  of
October  2001, by and between AEI FUND MANAGEMENT,  INC.,  a
Minnesota corporation, ("Assignor") and AEI Real Estate Fund
85-A  Limited  Partnership a Minnesota  Limited  Partnership
("Assignee");

     WITNESSETH, that:

      WHEREAS, on the 16th day of September, 2001,  Assignor
entered into a Purchase and Sale Agreement (the "Agreement")
for that certain property located at 000 Xxxx Xxxxxx Xxxxxx,
Xxxx  Xxxxxxxxxxx, XX  00000 (the "Property")  with  NNN-CW,
LP, a Delaware limited partnership as Seller; and

      WHEREAS, Assignor desires to assign an undivided fifty
seven percent (57.0%) of its rights, title and interest  in,
to  and  under  the  Agreement to  Assignee  as  hereinafter
provided;

      NOW, THEREFORE, for One Dollar ($1.00) and other  good
and  valuable  consideration, receipt  of  which  is  hereby
acknowledged,  it is hereby agreed between  the  parties  as
follows:

     1.    Assignor  assigns all of its  rights,  title  and
     interest in, to and under the Agreement to Assignee, to
     have  and  to  hold  the same unto  the  Assignee,  its
     successors and assigns;

     2.    Assignee  hereby  assumes all  rights,  promises,
     covenants,   conditions  and  obligations   under   the
     Agreement  to be performed by the Assignor  thereunder,
     and  agrees  to be bound for all of the obligations  of
     Assignor under the Agreement.

All other terms and conditions of the Agreement shall remain
unchanged and continue in full force and effect.

AEI FUND MANAGEMENT, INC.  ("Assignor")

By: /s/ Xxxxxx X Xxxxxxx
        Xxxxxx X. Xxxxxxx, its President

AEI REAL ESTATE FUND 85-A LIMITED PARTNERSHIP  ("Assignee")
BY: Net Lease Management 85-A, Inc.


By: /s/ Xxxxxx X Xxxxxxx
        Xxxxxx X. Xxxxxxx, its President