PURCHASE AGREEMENT
                 Marie Callender Pie Shops, Inc.
                         Gresham, Oregon

This  AGREEMENT, entered into effective as of the 06/26  of  June
2001.

l.   PARTIES.  Seller  is  AEI  Real  Estate  Fund  85-A  Limited
Partnership which owns an undivided 85.1644% interest in the  fee
title  to  that  certain real property legally described  in  the
attached  Exhibit  "A" (the "Entire Property").  Buyer  is  David
Louis  Cruickshank, trustee under the trust created by  the  will
dated   June  5,  1964  of  Louis  William  Achenbach,   deceased
("Buyer").  Seller  wishes to sell and  Buyer  wishes  to  buy  a
portion  as  Tenant in Common of Seller's interest in the  Entire
Property.

2. PROPERTY. The Property to be sold to Buyer in this transaction
consists    of   an   undivided   10.5968   percentage   interest
(hereinafter, simply the "Property") as Tenant in Common  in  the
Entire Property.

3.  PURCHASE  PRICE  .  The purchase price  for  this  percentage
interest in the Entire Property is $214,762.00 all cash.

4.  TERMS.  The purchase price for the Property will be  paid  by
Buyer as follows:

     (a)  When this agreement is executed, Buyer will pay  $5,000
     to Seller (which shall be deposited into escrow according to
     the  terms hereof) (the "First Payment"). The First  Payment
     will  be  credited against the purchase price  when  and  if
     escrow closes and the sale is completed.

     (b)  Buyer  will deposit the balance of the purchase  price,
     $209,762.00 (the "Second Payment") into escrow in sufficient
     time to allow escrow to close on the closing date.

5. CLOSING DATE.  Escrow shall close on or before June 28, 2001.

6.  DUE  DILIGENCE. Buyer will have until the expiration  of  the
fifth  business day (The "Review Period") after delivery of  each
of  following items, to be supplied by Seller, to conduct all  of
its   inspections  and  due  diligence,  including   a   physical
inspection  of  the property, and satisfy itself  regarding  each
item,  the  Property,  and  this transaction.   Buyer  agrees  to
indemnify and hold Seller harmless for any loss or damage to  the
Entire  Property or persons caused by Buyer or its agents arising
out of such physical inspections of the Entire Property.

     (a)   The  original  and  one  copy  of  a  title  insurance
     commitment  for  an  Owner's  Title  insurance  policy  (see
     paragraph 8 below).

     (b)  A  copy  of  a Certificate of Occupancy or  other  such
     document  certifying completion and granting  permission  to
     permanently  occupy the improvements on the Entire  Property
     as are in Seller's possession.



Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR


     (c)  A  copy of an "as built" survey of the Entire  Property
     done concurrent with Seller's acquisition of the Property.

     (d) Lease (as further set forth in paragraph 11(a) below) of
     the Entire Property showing occupancy date, lease expiration
     date,  rent,  and  Guarantys, if any,  accompanied  by  such
     tenant  financial statements as may have been provided  most
     recently to Seller by the Tenant and/or Guarantors.

     (e)  An Estoppel Certificate executed by the Lessee in a form
       reasonably acceptable to Buyer.


     It is a contingency upon Seller's obligations hereunder that
two  (2)  copies of the Co-Tenancy Agreement in the form attached
hereto  duly  executed  by Buyer and AEI Real  Estate  Fund  85-A
Limited  Partnership  and dated on the  escrow  closing  date  be
delivered to the Seller on the closing date.

      Buyer may cancel this agreement for ANY REASON in its  sole
discretion  by  delivering  a cancellation  notice,  pursuant  to
paragraph   19(d),  to  Seller  and  escrow  holder  before   the
expiration  of  the Review Period. Such notice  shall  be  deemed
effective only upon receipt by Seller.  If this Agreement is  not
cancelled  as  set forth above, the First Payment shall  be  non-
refundable unless Seller shall default hereunder.

      If  Buyer  cancels this Agreement as permitted  under  this
Section,  except  for  any  escrow  cancellation  fees  and   any
liabilities  under  the first paragraph  of  section  6  of  this
agreement  (which will survive), Buyer (after execution  of  such
documents   reasonably  requested  by  Seller  to  evidence   the
termination  hereof)  shall be returned its  First  Payment,  and
Buyer  will have absolutely no rights, claims or interest of  any
type  in  connection  with  the  Property  or  this  transaction,
regardless of any alleged conduct by Seller or anyone else.

      Unless this Agreement is canceled by Buyer pursuant to  the
terms  hereof, if all conditions to Buyer's obligation  to  close
are  satisfied and Buyer fails to make the Second Payment, Seller
shall   be  entitled  to  retain  the  First  Payment  and  Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller  may, at its option, retain the First Payment and  declare
this Agreement null and void, in which event Buyer will be deemed
to  have canceled this Agreement and relinquish all rights in and
to  the  Property or Seller may exercise its rights under Section
14  hereof.   If  this Agreement is not canceled and  the  Second
Payment  is  made  when required, all of Buyer's  conditions  and
contingencies will be deemed satisfied.

7.  ESCROW. Escrow shall be opened by Seller and funds  deposited
in  escrow upon acceptance of this Agreement by both parties. The
escrow  holder  will  be a nationally-recognized  escrow  company
selected by Seller. A copy of this Agreement will be delivered to
the  escrow holder and will serve as escrow instructions together
with the escrow holder's standard instructions and any additional
instructions required by the escrow holder to clarify its  rights
and  duties  (and  the  parties agree to  sign  these  additional
instructions).  If  there  is any conflict  between  these  other
instructions and this Agreement, this Agreement will control.


Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR




8.   TITLE.  Closing will be conditioned on the  agreement  of  a
title  company selected by Seller to issue an Owner's  policy  of
title  insurance, dated as of the close of escrow, in  an  amount
equal  to  the  purchase  price, insuring  that  Buyer  will  own
insurable  title  to  the Property subject  only  to:  the  title
company's  standard exceptions; current real property  taxes  and
assessments;  survey  exceptions;  the  rights  of   parties   in
possession pursuant to the lease defined in paragraph  11  below;
except as otherwise provided in this paragraph 8, all matters  of
public  record;  and  other  items disclosed  to  Buyer  and  not
objected to by Buyer during the Review Period.

      Buyer shall be allowed five (5) days after receipt of  said
commitment  for examination and the making of any  objections  to
marketability thereto, said objections to be made in  writing  or
deemed  waived.  If any objections are so made, the Seller  shall
be  allowed thirty (30) days to make such title marketable or  in
the  alternative  to  obtain  a commitment  for  insurable  title
insuring over Buyer's objections.  If Seller shall decide to make
no  efforts to make title marketable, or is unable to make  title
marketable or obtain insurable title, (after execution  by  Buyer
of  such documents reasonably requested by Seller to evidence the
termination  hereof) Buyer's First Payment shall be returned  and
this Agreement shall be null and void and of no further force and
effect.  Seller has no obligation to spend any funds or make  any
effort to satisfy Buyer's objections, if any.

      Pending  satisfaction of Buyer's objections,  the  payments
hereunder  required shall be postponed, but upon satisfaction  of
Buyer's objections and within ten (10) days after written  notice
of  satisfaction of Buyer's objections to the Buyer, the  parties
shall perform this Agreement according to its terms.

9.   CLOSING COSTS.  Seller will pay one-half of escrow fees, the
cost  of  the  title  commitment and  any  brokerage  commissions
payable.  The Seller will also pay the cost of issuing a Standard
Owners  Title Insurance Policy in the full amount of the purchase
price.  Buyer  will  pay all recording fees, transfer  taxes  and
clerk's fees imposed upon the recording of the deed, one-half  of
the  escrow  fees,  and the cost of an update to  the  Survey  in
Seller's  possession (if an update is required by  Buyer.)   Each
party will pay its own attorney's fees and costs to document  and
close this transaction.

10.  REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS.

     (a)  Because the Entire Property (of which the Property is a
     part) is subject to a triple net lease (as further set forth
     in  paragraph 11(a)(i), the parties acknowledge  that  there
     shall  be no need for a real estate tax proration.  However,
     Seller  represents  that to the best of its  knowledge,  all
     real  estate  taxes and installments of special  assessments
     due  and  payable in all years prior to the year of  Closing
     have been paid in full.  Unpaid real estate taxes and unpaid
     levied and pending special assessments existing on the  date
     of  Closing shall be the responsibility of Buyer and  Seller
     in   proportion  to  their  respective  Tenant   in   Common
     interests,  pro-rated, however, to the date of  closing  for
     the   period   prior  to  closing,  which   shall   be   the
     responsibility of Seller if Tenant shall not pay  the  same.
     Seller  and  Buyer  shall likewise pay  all  taxes  due  and
     payable   in   the  year  after  Closing  and   any   unpaid
     installments  of special assessments payable  therewith  and


Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR


     thereafter,  if  such  unpaid  levied  and  pending  special
     assessments and real estate taxes are not paid by any tenant
     of the Entire Property.

     (b)   All income and all operating expenses from the  Entire
     Property  shall be prorated between the parties and adjusted
     by them as of the date of Closing.  Seller shall be entitled
     to  all  income  earned  and shall be  responsible  for  all
     expenses  incurred prior to the date of Closing,  and  Buyer
     shall  be entitled to its proportionate share of all  income
     earned and shall be responsible for its proportionate  share
     of all operating expenses of the Entire Property incurred on
     and after the date of closing.


11.  SELLER'S REPRESENTATION AND AGREEMENTS.

     (a)  Seller represents and warrants as of this date that:

     (i)  Except for the Lease Agreement in existence between AEI Real
          Estate Fund 85-A Limited Partnership (as "Landlord") and Marie
          Callender Pie Shops, Inc. ("Tenant"), dated September 28, 1999,
          Seller is not aware      of any leases of the Property. The above
          referenced lease agreement also includes a first right of refusal
          to purchase leased premises in favor of the Tenant as set forth
          in Article 34 of said lease agreement, which right shall apply to
          any attempted disposition of the Property by Buyer after this
          transaction.

     (ii) It is not aware of any pending or threatened litigation or
          condemnation proceedings against the Property or Seller's
          interest in the Property.

     (iii)      Except  as previously disclosed to Buyer  and  as
          permitted in paragraph (b) below, Seller is not aware of any
          contracts Seller has executed that would be binding on Buyer
          after the closing date.

     (b)   Provided  that  Buyer performs  its  obligations  when
     required, Seller agrees that it will not enter into any  new
     contracts that would materially affect the Property  and  be
     binding  on  Buyer  after the Closing Date  without  Buyer's
     prior  consent,  which  will not be  unreasonably  withheld.
     However,  Buyer acknowledges that Seller retains  the  right
     both  prior to and after the Closing Date to freely transfer
     all or a portion of Seller's remaining undivided interest in
     the  Entire Property, provided such sale shall not  encumber
     the  Property being purchased by Buyer in violation  of  the
     terms hereof or the contemplated Co-Tenancy Agreement.

12.  DISCLOSURES.

     (a)   Seller  has not received any notice of  any  material,
     physical,  or  mechanical defects of  the  Entire  Property,
     including  without  limitation, the plumbing,  heating,  air
     conditioning, ventilating, electrical system. To the best of
     Seller's  knowledge without inquiry, all such items  are  in
     good  operating condition and repair and in compliance  with
     all  applicable  governmental, zoning, and  land  use  laws,
     ordinances,  regulations and requirements.  If Seller  shall


Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR



     receive any notice to the contrary prior to Closing,  Seller
     will inform Buyer prior to Closing.

     (b)   Seller  has not received any notice that the  use  and
     operation  of the Entire Property is not in full  compliance
     with  applicable building codes, safety, fire,  zoning,  and
     land use laws, and other applicable local, state and federal
     laws,  ordinances, regulations and requirements.  If  Seller
     shall  receive any notice to the contrary prior to  Closing,
     Seller will inform Buyer prior to Closing.

     (c)   Seller  knows  of no facts nor has  Seller  failed  to
     disclose  to  Buyer  any fact known to  Seller  which  would
     prevent  the  Tenant  from using and  operating  the  Entire
     Property after the Closing in the manner in which the Entire
     Property  has been used and operated prior to  the  date  of
     this  Agreement.  If Seller shall receive any notice to  the
     contrary prior to Closing, Seller will inform Buyer prior to
     Closing.

     (d)   Seller  has  not received any notice that  the  Entire
     Property is in violation of any federal, state or local law,
     ordinance, or regulations relating to industrial hygiene  or
     the  environmental conditions on, under, or about the Entire
     Property,   including,  but  not  limited  to,   soil,   and
     groundwater conditions.  To the best of Seller's  knowledge,
     there  is  no  proceeding  or inquiry  by  any  governmental
     authority   with  respect  to  the  presence  of   Hazardous
     Materials  on  the  Entire  Property  or  the  migration  of
     Hazardous Materials from or to other property.  Buyer agrees
     that  Seller will have no liability of any type to Buyer  or
     Buyer's  successors,  assigns, or affiliates  in  connection
     with  any  Hazardous Materials on or in connection with  the
     Entire  Property  either before or after the  Closing  Date,
     except  for  a  breach  by  Seller  of  its  representations
     concerning Hazardous Materials under this Agreement and such
     Hazardous  Materials  on or in connection  with  the  Entire
     Property  arising  out  of  Seller's  gross  negligence   or
     intentional misconduct.  If Seller shall receive any  notice
     to  the contrary prior to Closing, Seller will inform  Buyer
     prior to Closing.

     (e)   BUYER AGREES THAT IT SHALL BE PURCHASING THE  PROPERTY
     IN  ITS  THEN PRESENT CONDITION, AS IS, WHERE IS, AND SELLER
     HAS  NO  OBLIGATIONS TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS
     THEREON  OR TO PERFORM ANY OTHER ACT REGARDING THE PROPERTY,
     EXCEPT AS EXPRESSLY PROVIDED HEREIN.

     (f)    BUYER  ACKNOWLEDGES  THAT,  HAVING  BEEN  GIVEN   THE
     OPPORTUNITY  TO  INSPECT  THE  ENTIRE  PROPERTY   AND   SUCH
     FINANCIAL  INFORMATION ON THE LESSEE AND GUARANTORS  OF  THE
     LEASE AS BUYER OR ITS ADVISORS SHALL REQUEST, IF IN SELLER'S
     POSSESSION, BUYER IS RELYING SOLELY ON ITS OWN INVESTIGATION
     OF  THE  PROPERTY  AND  NOT ON ANY INFORMATION  PROVIDED  BY
     SELLER OR TO BE PROVIDED EXCEPT AS SET FORTH HEREIN.   BUYER
     FURTHER ACKNOWLEDGES THAT THE INFORMATION PROVIDED AND TO BE
     PROVIDED BY SELLER WITH RESPECT TO THE PROPERTY, THE  ENTIRE
     PROPERTY  AND  TO  THE LESSEE AND GUARANTORS  OF  LEASE  WAS
     OBTAINED  FROM A VARIETY OF SOURCES AND SELLER  NEITHER  (A)
     HAS  MADE INDEPENDENT INVESTIGATION OR VERIFICATION OF  SUCH
     INFORMATION,  OR  (B) MAKES ANY REPRESENTATIONS  AS  TO  THE
     ACCURACY  OR  COMPLETENESS  OF SUCH  INFORMATION  EXCEPT  AS
     HEREIN SET FORTH.  THE SALE OF THE PROPERTY AS PROVIDED  FOR
     HEREIN  IS  MADE  ON AN "AS IS" BASIS, AND  BUYER  EXPRESSLY



Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR



     ACKNOWLEDGES  THAT, IN CONSIDERATION OF  THE  AGREEMENTS  OF
     SELLER  HEREIN,  EXCEPT  AS OTHERWISE  SPECIFIED  HEREIN  IN
     PARAGRAPH 11(A) AND (B) ABOVE AND THIS PARAGRAPH 12,  SELLER
     MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED,  OR
     ARISING BY OPERATION OF LAW, INCLUDING, BUT NOT LIMITED  TO,
     ANY  WARRANTY  OF  CONDITION,  HABITABILITY,  TENANTABILITY,
     SUITABILITY  FOR  COMMERCIAL PURPOSES,  MERCHANTABILITY,  OR
     FITNESS  FOR  A  PARTICULAR  PURPOSE,  IN  RESPECT  OF   THE
     PROPERTY.  SELLER'S REPRESENTATIONS IN THIS PARAGRAPH  SHALL
     BE  DEEMED  TO BE TRUE AND CORRECT AND MADE ONLY AS  OF  THE
     DATE  OF CLOSING, BUT SHALL SURVIVE CLOSING FOR A PERIOD  OF
     ONE YEAR.

     The provisions (d) - (f) above shall survive Closing.

13.  CLOSING.

     (a)   Before  the  closing date, Seller  will  deposit  into
     escrow  an  executed special warranty deed warranting  title
     against  lawful  claims by, through, or under  a  conveyance
     from   Seller,  but  not  further  or  otherwise,  conveying
     insurable  title of the Property to Buyer,  subject  to  the
     exceptions contained in paragraph 8 above.

     (b)   On or before the closing date, Buyer will deposit into
     escrow:  the  balance  of the purchase price  when  required
     under  paragraph 4; any additional funds required of  Buyer,
     (pursuant to this agreement or any other agreement  executed
     by  Buyer)  to  close escrow.  Both parties  will  sign  and
     deliver the Co-Tenancy Agreement, and deliver to the  escrow
     holder any other documents reasonably required by the escrow
     holder to close escrow.

     (c)   On  the  closing date, if escrow is in a  position  to
     close,  the  escrow  holder will: record  the  deed  in  the
     official  records  of  the  county  where  the  Property  is
     located;  cause  the title company to commit  to  issue  the
     title  policy; immediately deliver to Seller the portion  of
     the  purchase price deposited into escrow by cashier's check
     or  wire  transfer  (less debits and  prorations,  if  any);
     deliver  to  Seller  and Buyer a signed counterpart  of  the
     escrow  holder's certified closing statement  and  take  all
     other actions necessary to close escrow.

14.   DEFAULTS.  If Buyer defaults, Buyer will forfeit all rights
and  claims  and  Seller will be relieved of all obligations  and
will  be  entitled to retain all monies heretofore  paid  by  the
Buyer  as  liquidated damages.  In addition, Seller shall  retain
all  remedies available to Seller at law or in equity.  If Seller
defaults,  Buyer shall have all remedies available at law  or  in
equity.


15.  BUYER'S REPRESENTATIONS AND WARRANTIES.

     a.  Buyer represents and warrants to Seller as follows:

     (i)   In  addition to the acts and deeds recited herein  and
     contemplated  to  be performed, executed, and  delivered  by
     Buyer, Buyer shall perform, execute and deliver or cause  to
     be  performed,  executed, and delivered at  the  Closing  or
     after  the  Closing,  any and all further  acts,  deeds  and


Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR


     assurances as Seller or the Title Company may require and be
     reasonable   in   order  to  consummate   the   transactions
     contemplated herein.

     (ii)   Buyer  has  all  requisite  power  and  authority  to
     consummate  the  transaction contemplated by this  Agreement
     and  has by proper proceedings duly authorized the execution
     and  delivery of this Agreement and the consummation of  the
     transaction contemplated hereby.

     (iii)   To  Buyer's  knowledge, neither  the  execution  and
     delivery  of  this  Agreement nor the  consummation  of  the
     transaction  contemplated  hereby  will  violate  or  be  in
     conflict with (a) any applicable provisions of law, (b)  any
     order  of  any  court or other agency of  government  having
     jurisdiction  hereof, or (c) any agreement or instrument  to
     which Buyer is a party or by which Buyer is bound.

16.  DAMAGES, DESTRUCTION AND EMINENT DOMAIN.

     (a)   If, prior to closing, the Property or any part thereof
     be  destroyed  or further damaged by fire, the elements,  or
     any cause, due to events occurring subsequent to the date of
     this Agreement to the extent that the cost of repair exceeds
     $10,000.00,  this Agreement shall become null and  void,  at
     Buyer's  option exercised, if at all, by written  notice  to
     Seller within ten (10) days after Buyer has received written
     notice  from Seller of said destruction or damage.   Seller,
     however,  shall  have  the right to  adjust  or  settle  any
     insured  loss  until  (i)  all contingencies  set  forth  in
     Paragraph 6 hereof have been satisfied, or waived; and  (ii)
     any  ten-day  period provided for above in this Subparagraph
     16a  for  Buyer  to  elect to terminate this  Agreement  has
     expired  or  Buyer has, by written notice to Seller,  waived
     Buyer's right to terminate this Agreement.  If Buyer  elects
     to  proceed  and  to  consummate the purchase  despite  said
     damage  or  destruction, there shall be no reduction  in  or
     abatement of the purchase price, and Seller shall assign  to
     Buyer the Seller's right, title, and interest in and to  all
     insurance  proceeds  (pro-rata in  relation  to  the  Entire
     Property) resulting from said damage or destruction  to  the
     extent  that the same are payable with respect to damage  to
     the  Property, subject to rights of any Tenant of the Entire
     Property.

     If  the cost of repair is less than $10,000.00, Buyer  shall
     be  obligated  to  otherwise  perform  hereinunder  with  no
     adjustment  to  the Purchase Price, reduction or  abatement,
     and  Seller shall assign Seller's right, title and  interest
     in and to all insurance proceeds pro-rata in relation to the
     Entire  Property,  subject to rights of any  Tenant  of  the
     Entire Property.

     (b)   If,  prior  to  closing, the  Property,  or  any  part
     thereof,  is  taken by eminent domain, this Agreement  shall
     become null and void, at Buyer's option.  If Buyer elects to
     proceed  and to consummate the purchase despite said taking,
     there  shall  be  no  reduction in,  or  abatement  of,  the
     purchase  price,  and  Seller  shall  assign  to  Buyer  the
     Seller's  right,  title, and interest in and  to  any  award
     made, or to be made, in the condemnation proceeding pro-rata
     in relation to the Entire Property, subject to rights of any
     Tenant of the Entire Property.



Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR



      In the event that this Agreement is terminated by Buyer  as
provided  above  in  Subparagraph 16a or 16b, the  First  Payment
shall  be immediately returned to Buyer (after execution by Buyer
of  such documents reasonably requested by Seller to evidence the
termination hereof).

17.  BUYER'S 1031 TAX FREE EXCHANGE.

      While  Seller  acknowledges that Buyer  is  purchasing  the
Property  as  "replacement property" to  accomplish  a  tax  free
exchange,   Buyer   acknowledges  that   Seller   has   made   no
representations,  warranties, or agreements to Buyer  or  Buyer's
agents  that  the transaction contemplated by the Agreement  will
qualify  for such tax treatment, nor has there been any  reliance
thereon by Buyer respecting the legal or tax implications of  the
transactions contemplated hereby.  Buyer further represents  that
it has sought and obtained such third party advice and counsel as
it  deems  necessary in regards to the tax implications  of  this
transaction.

      Buyer  wishes  to  novate/assign the ownership  rights  and
interest of this Purchase Agreement to Starker Services, Inc. who
will  act  as  Accommodator  to  perfect  the  1031  exchange  by
preparing  an  agreement  of exchange of  Real  Property  whereby
Starker  Services,  Inc.  will  be  an  independent  third  party
purchasing the ownership interest in subject property from Seller
and  selling the ownership interest in subject property to  Buyer
under  the  same  terms  and conditions  as  documented  in  this
Purchase Agreement.  Buyer asks the Seller, and Seller agrees  to
cooperate  in  the  perfection of  such  an  exchange  if  at  no
additional  cost or expense to Seller or delay  in  time.   Buyer
hereby  indemnifies  and holds Seller harmless  from  any  claims
and/or  actions  resulting from said exchange.  Pursuant  to  the
direction  of  Starker  Services,  Inc.,  Seller  will  deed  the
property to Buyer.

18.  CANCELLATION

     If  any party elects to cancel this Contract because of  any
     breach by another party or because escrow fails to close  by
     the  agreed date, the party electing to cancel shall deliver
     to escrow agent a notice containing the address of the party
     in  breach and stating that this Contract shall be cancelled
     unless  the  breach  is cured within 13 days  following  the
     delivery  of  the notice to the escrow agent.  Within  three
     days  after  receipt of such notice, the escrow agent  shall
     send it by United States Mail to the party in breach at  the
     address contained in the Notice and no further notice  shall
     be  required. If the breach is not cured within the 13  days
     following  the  delivery of the notice to the escrow  agent,
     this  Contract shall be cancelled.  Any escrow  cancellation
     fees  shall be paid by the defaulting party.  If the  escrow
     is  cancelled for any reason other than a default by  either
     party, any escrow cancellation fees shall be equally divided
     between Buyer and Seller.

19.  MISCELLANEOUS.

     (a)  This Agreement may be amended only by written agreement
     signed by both Seller and Buyer, and all waivers must be  in
     writing  and signed by the waiving party.  Time  is  of  the
     essence.   This  Agreement  will not  be  construed  for  or


Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR



     against  a party whether or not that party has drafted  this
     Agreement.  If there is any action or proceeding between the
     parties relating to this Agreement the prevailing party will
     be entitled to recover attorney's fees and costs. This is an
     integrated  agreement  containing  all  agreements  of   the
     parties  about the Property and the other matters described,
     and  it  supersedes any other agreements or  understandings.
     Exhibits  attached  to this Agreement are incorporated  into
     this Agreement.

     (b)  If  this  escrow has not closed by June 28, 2001,  this
          Agreement shall terminate unless the closing date has been
          extended by the agreement of both parties.

     (c)  Funds to be deposited or paid by Buyer must be good and
     clear  funds in the form of cash, cashier's checks  or  wire
     transfers.

     (d)   All notices from either of the parties hereto  to  the
     other  shall be in writing and shall be considered  to  have
     been  duly  given or served if sent by first class certified
     mail,  return receipt requested, postage prepaid,  or  by  a
     nationally recognized courier service guaranteeing overnight
     delivery to the party at his or its address set forth below,
     or  to  such  other  address  as such  party  may  hereafter
     designate by written notice to the other party.


     If to Seller:

          AEI Real Estate Fund 85-A Limited Partnership
          1300 Minnesota World Trade Center
          30 East Seventh Street
          St. Paul, MN 55101-4901

     If to Buyer:

          David Louis Cruickshank, Trustee under the trust
     created by the will dated June 5, 1964 of Louis William
     Achenbach, deceased.
          8050 Poplar Lane
          Carmel, CA  93923





     (e)  THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY NOT BE
     WITHIN A FIRE PROTECTION DISTRICT PROTECTING STRUCTURES.
     THE PROPERTY IS SUBJECT TO LAND USE LAWS AND REGULATIONS,
     WHICH, IN FARM OR FOREST ZONES, MAY NOT AUTHORIZE
     CONSTRUCTION OR SITING OF A RESIDENCE AND WHICH LIMIT
     LAWSUITS AGAINST FARMING OR FOREST PRACTICES AS DEFINED IN
     ORS 30.930 IN ALL ZONES.  BEFORE SIGNING OR ACCEPTING THIS


Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR


     INSTRUMENT, THE PERSON ACQUIRING THE FEE TITLE TO THE
     PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR COUNTY
     PLANNING DEPARTMENT TO VERIFY APPROVED USES AND EXISTENCE OF
     FIRE PROTECTION FOR STRUCTURES.


     When  accepted, this offer will be a binding  agreement  for
valid  and sufficient consideration, which will bind and  benefit
Buyer, Seller and their respective successors and assigns.  Buyer
is  submitting  this offer by signing a copy of  this  offer  and
delivering it to Seller.  Seller has five (5) business days  from
receipt within which to accept this offer.

      This  Agreement  shall be governed by, and  interpreted  in
accordance with, the laws of the state of Oregon.

      IN WITNESS WHEREOF, the Seller and Buyer have executed this
Agreement effective as of the day and year above first written.

BUYER:     David  Louis  Cruickshank,  trustee  under  the  trust
created  by  the  will  dated  June  5,  1964  of  Louis  William
Achenbach, deceased.

          By: /s/ David Louis Cruickshank
                  David Louis Cruickshank, Trustee

          WITNESS:

          /s/ C Harrison

              C Harrison
             (Print Name)










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Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR




SELLER:   AEI Real Estate Fund 85-A Limited Partnership

          By: Net Lease Management 85-A, Inc.,  its  corporate
              general partner

          By: /s/ Mark E Larson
                  Mark E. Larson, Chief Financial Officer


          WITNESS:

          /s/ Debra A Jochum

              Debra A Jochum
               (Print Name)












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Buyer Initial: /s/ DLC
Purchase Agreement for  Marie Callender Pie Shops, Inc., Gresham, OR



                           EXHIBIT "A"

                        Legal Description
                        (Gresham, Oregon)


     PARCEL 1

     A  tract  of  land located in the J.P. Powell donation  Land
     Claim  in Section 3, Township 1 South, Range 3 East  of  the
     Willamette  Meridan,  in  the City  of  Gresham,  County  of
     Multnomah and State of Oregon.

     Beginning  at the intersection of the Northerly right-of-way
     of  SE  Burnside Road, with the Westerly right-of-way of  SE
     223rd Avenue, said point being 60 feet from the center  line
     of  SE Burnside Road (county Road No. 2063) and 45 feet from
     the  center line of SE 223rd Avenue (County Road  No  3807);
     thence  along the Northerly right-of-way line of SE Burnside
     Road  along  the arc of a 11,400 foot radius  curve  to  the
     right, an arc distance of 42.88 feet of which the long chord
     bears right, an arc distance of 42.88 feet of which the long
     chord  bears North 67 10' 52" West; thence North 67 04'  24"
     West  431.12  feet  to the true point of  beginning  of  the
     hereinafter  described land; thence North 67  04'  24"  West
     along the Northerly right-of-way line of SE Burnside Road, a
     distance of 166.00 feet; thence North 22 55' 36" East 314.07
     feet to a point on the Southwesterly right-of-way line of SE
     223rd Avenue; thence along the Southwesterly line of SE  223
     rd  Avenue 93.85 feet along the arc of a 761.20 foot  radius
     curve to the left through a central angle of 7 03' 50"  (the
     long  chord bears South 39 08' 00" East 93.79 feet);  thence
     along said Southwest right-of-way line South 42 39' 55" East
     148.41 feet; thence South 22 55' 36" West 96.80 feet; thence
     North  67 04' 24" West 52.00 feet; thence South 22  55'  36"
     West 112.00 feet to the true point of beginning.

     PARCEL II

     A   nonexclusive  easement  for  vehicular  and   pedistrian
     ingress,  egress and access to and use of parking spaces  as
     set forth in Easement Agreement recorded October 29, 1997 in
     Fee No. 97 167113, over the following described land:

     A  portion  of land located within a parcel, being described
     by  Deed recorded in Book 2417, Page 1767, Multnomah  County
     Deed Records; said parcel being in the Southwest one-quarter
     of Section 3, township 1 South, Range 3 East, in the City of
     Gresham,  County  of  Multnomah and State  of  Oregon,  said
     portion being more particularly described as follows;

     Beginning at a point being the most Southwesterly corner  of
     said parcel, said point also being on the Northerly right-of-
     way  line  of  S.E.  Burnside Street;  thence  leaving  said
     Northerly  right-of-way line North 22 55'  36"  East  112.00
     feet;  thence South 67 04' 24" East 10.99 feet; thence south
     22  55'  36" West 112.00 feet to said Northerly right-of-way
     line;  thence tracing said Northerly right-of-way line North
     67 04' 24" West 10.99 feet to the point of beginning.

     TOGETHER  WITH a portion that begins at a point  that  bears
     South  22  55'  36" West 31.67 feet from the most  Northerly
     corner  of  said parcel; thence South 45 45' 15" East  60.92
     feet;  thence  North  52  37' 55" East  25.65  feet  to  the
     Southerly  right-of-way line of N.W. Fairview Drive;  thence
     tracing  said Southerly right-of-way line South 42  39'  55"
     East  30.18 feet; thence leaving said Southerly right-of-way
     line  South 52 23' 08" West 16.19 feet; thence South 36  54'
     33"  West  115.27 feet; thence South 6 05'  13"  East  22.82
     feet;  thence  south  36  41' 37" West  19.45  feet  to  the
     Northerly right-of-way line of S.E. Burnside Street;  thence
     tracing  said Northerly right-of-way line North 67  04'  24"
     West  32.95 feet; thence leaving said Northerly right-of-way
     line  North 36 42' 41" East 4.70 feet; thence North  16  02;
     36"  East  31.02  feet; thence North 37 24' 30"  East  95.12
     feet;  thence North 45 02' 30" West 60.20 feet; thence North
     22 55' 36" East 27.11 feet to the point of beginning.