NORTH TEXAS COMMERCIAL ASSOCIATON OF REALTORS

                 COMMERICAL CONTRACT OF SALE

IN  CONSIDERATION of the mutual terms, provisions, covenants
and  agreements contained in this Contract (the "Contract"),
the  parties  hereto  agree  as follows.  [Check  all  boxes
applicable to this Contract.  Boxes not checked do not apply
to this Contract.]

1.   PARTIES.  AEI Real Estate Fund 85-A Limited Partnership
(the  "Seller") shall sell and convey to Randall K. Gonzalez
As  Trustee for a to be formed Texas L.P.  (the "Purchaser")
and  Purchaser  shall buy and pay for the Property  (defined
below).

2.   PROPERTY Being a approximately 3,906 sq. ft. located on
39,255  sq. ft. of land. With an address of 3459  Alta  Mesa
Blvd.  in  the  City  of Ft. Worth, Tarrant  County,  Texas,
further as described in Exhibit A, SURVEY/LEGAL DESCRIPTION,
and  /or  shown on Exhibit B. SITE PLAN, together with,  all
and  singular, all improvements thereon and all  rights  and
appurtenances pertaining thereto, including any right, title
and  interest  of Seller in and to adjncent streets,  alleys
and  rights-of-way.  Such real estate, improvements,  rights
and appurtenances are collectively referred to herein as the
"Property."

[X]   The  Property also includes fixtures and  articles  of
personal  property  listed  and  described  in  Addendum  A,
PERSONAL PROPERTY.

3.    PURCHASE PRICE  The purchase price for the Property is
$950,000.00 (the "Purchase Price"), payable as follows:

[  ]   A.  The Purchase Price shall be adjusted up  or  down
based  upon  the  [strike one] Net/gross land  area  of  the
Property determined by the Survey.  The applicable land area
shall  be multiplied by $           per square foot and  the
product thereof shall become the Purchase Price at closing.

[X]  B. Cash payable at Closing: $950,000.00

[  ]   C. The balance of the Purchase Price shall be payable
according to the provisions in Addendum B. FINANCING.

4.   EARNEST MONEY

 A.    Earnest Money Deposit, Within two business days after
    the Effective Date of this Contract, Purchaser shall deposit
    earnest  money in the form a of a certified or cashier's
    check  in the amount of $10,000.00 (the "Earnest Money")
    payable  to  Republic Title of Texas, Inc.  (the  "Title
    Company"), in its capacity as escrow agent, to be held in
    escrow pursuant to the terms of this Contract.  Seller's
    acceptance of this Contract is expressly conditioned upon
    Purchaser's timely deposit of the Earnest Money with the
    Title Company.  If Purchaser fails to timely deposit the
    Earnest Money, Seller may, at Seller's option, terminate
    this Contract by delivering a written termination notice to
    Purchaser.  Notwithstanding anything herein to the contrary,
    a  portion of the Earnest Money in the amount of $100.00
    shall be non-refundable and shall be distributed to Seller
    at Closing or other termination of this Contract as full
    payment   and  independent  consideration  for  Seller's
    performance  under this Contract.  If this  Contract  is
    property terminated by Purchaser pursuant to a right  of
    termination granted to Purchaser by any provision of this
    Contract, or any attached Addenda, the Earnest Money, less
    the non-refundable portion, shall be promptly refunded to
    Purchaser, and the parties shall have no further rights or
    obligations under this Contract) except for those which my
    expressly survive the termination).  The Earnest Money [X]
    shall   [  ]  shall not be placed in an interest-bearing
    account  by  the Title Company, and any interest  earned
    thereon  shall become a part of the Earnest  Money.   At
    Closing the Earnest Money shall be applied to the Purchase
    Price.

 B.   Escrow.  The Earnest Money is deposited with the Title
    Company with the understanding that the Title Company (1) is
    not responsible for the performance or non-performance of
    any  party  to this Contract, and (2) is not liable  for
    interest on the funds held unless required in Paragraph 4A.
    The title Company shall deposit the Earnest Money in one or
    more fully insured accounts in one or more Federally insured
    banking  or savings institutions.  If both parties  make
    demand  for the payment of the Earnest Money, the  Title
    Company  has  the right to require from all parties  and
    Broker(s)  a written release of liability of  the  Title
    Company which authorizes the disbursement of the Earnest
    Money.  If only one party makes demand for payment of the
    refundable portion of the Earnest Money, the Title Company
    shall give notice to the other party of the demand.  The
    Title Company is authorized and directed to honor the demand
    unless the other party delivers a written objection to the
    Title Company within ten (10) days after the Title Company's
    notice to that party.

5.  SURVEY AND TITLE DOCUMENTS

  A.   Survey.  Seller agrees to deliver copies of any survey
     of the property in its possession.  At closing, the metes
     and bounds description of the Property reflected in the
     Survey shall be used in the warranty deed and any other
     documents requiring a legal description of the Property.

  B.   Title Commitment.  As soon as reasonably possible, and
     in any event within twenty (20) days after the Effective
     Date, Seller shall, at Seller's expense, deliver or cause to
     be delivered to Purchaser (1) a title commitment (the "Title
     Commitment") covering the Property binding the Title Company
     to issue a Texas Owner Policy of Title Insurance (the "Title
     Policy") on the standard form prescribed by the Texas State
     Board of Insurance at the Closing, in the full amount of the
     Purchase Price, insuring Purchaser's fee simple title to the
     Property to be good and indefeasible, subject only to the
     Permitted Exceptions as defined below, and (2) the following
     documents (collectively, the "Title Documents") (a) true and
     legible copies of all recorded instruments affection the
     Property and recited as exceptions in the Title Commitment,
     (b) a current tax certificate, and (c) written notices as
     required in paragraph 5.C.

  C.    Special  Assessment Districts.  If the  property  is
     situated within a utility district or flood control district
     subject to the provisions of Section 50.301, Texas Water
     Code, then Seller shall give to Purchaser as part of the
     Title Documents the required written notice and Purchase
     agrees to acknowledge receipt of the notice in writing.  The
     notice must set forth the current tax rate, the current
     bonded indebtedness and the authorized indebtedness of the
     district,  and  must comply with all  other  applicable
     requirements of the Texas Water Code.  If the Property is
     subject  to mandatory membership in a property  owner's
     association, Seller shall notify Purchaser of the current
     annual budget of the property owner's association, and the
     current authorized fees, dues and/or assessments relating to
     the Porperty.

  D.    Abstract.   At  the  time of the execution  of  this
     Contract, Purchaser acknowledges that the Broker(s) (defined
     below) have advised and hereby advise Purchaser, by this
     writing, that Purchaser should have the abstract covering
     the Property examined by an attorney of Purchaser's own
     selection or that Purchaser should be furnished with or
     obtain a policy of title insurance.

6.  REVIEW OF TITLE DOCUMENTS.

    A.  Review Period. Purchaser shall have Sixty (60)  days
(the  "Review Period") after Purchaser's receipt of the last
of  (i)  the  Survey, (ii) the Title Commitment,  (iii)  the
Title Documents, and (iv) all other documents required to be
furnished  by Seller as identified on Addendum  A,  PERSONAL
PROPERTY, and/or on Addendum C, INSPECTION, to review  them.
If  Purchaser  has  any  objections  to  the  Survey,  Title
Commitment  or  Title Documents, Purchaser may  deliver  the
objections  to  Seller in writing within the Review  Period.
Any  item to which Purchaser does not object shall be deemed
a  "Permitted Exception." Items that the Title  Corn  p  any
identifies  as  to  be released at closing  will  be  deemed
objections  by  Purchaser.  Purchaser's  failure  to  object
within  the time provided shall be a waiver of the right  to
object.  If  there are objections by Purchaser, or  a  third
party  lender,  Seller shall make a good  faith  attempt  to
satisfy the objections within ten (10) days after receipt of
Purchaser's  objections (the "Cure Period"), but  Seller  is
not  required to incur any cost to do so. Zoning  ordinances
and  the  lien for current taxes are deemed to be  Permitted
Exceptions.

    .B.   Cure   Period.  If  Seller  cannot   satisfy   the
objections  within the Cure Period, Seller shall  deliver  a
written notice to Purchaser, prior to expiration of the Cure
Period,  stating  whether Seller is committed  to  cure  the
objections  at or before Closing. If Seller does not  timely
deliver  the  written  notice, or does  not  commit  in  the
written  notice  to fully cure all of the objections  at  or
before  Closing, then Purchaser may terminate this  Contract
by  delivering a written notice to Seller on or  before  the
earlier  to occur of: (i) the date which is seven  (7)  days
after  the  expiration  of  the Cure  Period;  or  (ii)  the
scheduled  Closing  Date. If Purchaser properly  and  timely
terminates  this  Contract, the refundable  portion  of  the
Earnest Money shall be immediately returned to Purchaser and
thereafter   neither  party  shall  have   any   rights   or
obligations under this Contract (except for those which  may
expressly  survive  the termination  of  this  Contact).  If
Purchaser  does  not  properly  and  timely  terminate  this
Contract, then Purchaser shall be deemed to have waived  any
uncured  objections and must accept such title as Seller  is
able to convey as of Closing.

7.  SELLER'S WARRANTIES AND REPRESENTATIONS.

    A.  Statements.   Seller  represents  and  warrants   to
        Purchaser  to  the  best  of Seller's  knowledge  as
        follows:

        (1)  Title.  At  the Closing, Seller will  have  the
right   to,   and  will,  convey  to  Purchaser   good   and
indefeasible fee simple title to the Property free and clear
of  any  and  all liens, assessments, unrecorded  easements,
security   interests  and  other  encumbrances  except   the
Permitted Exceptions. Delivery of the Title Policy  pursuant
to  Paragraph  12  below  will  be  deemed  to  satisfy  the
obligation of Seller as to the sufficiency of title required
under  this Contract. However, delivery of the Title  Policy
will  not  release Seller from the warranties of  title  set
forth in the warranty deed.

        (2)  Leases.  There are no parties in possession  of
any   portion  of  the  Property  as  lessees,  tenants   at
sufferance  or  trespassers  except  tenants  under  written
leases delivered to Purchaser pursuant to this Contract.

        (3)  Negative  Covenants. Seller shall  not  further
encumber the Property or allow an encumbrance upon the title
to  the  Property, or modify the terms or conditions of  any
existing leases, contracts or encumbrances, if any,  without
the written consent of Purchaser.

        (4)  Liens and Debts. There are no mechanic's liens,
Uniform  Commercial Code liens or unrecorded  liens  against
the  Property, and Seller shall not allow any such liens  to
attach  to the Property prior to Closing, which will not  be
satisfied  out  of the Closing proceeds. All obligations  of
Seller  arising  from  the ownership and  operation  of  the
Property   and  any  business  operated  on  the   Property,
including,  but not limited to, taxes, leasing  commissions,
salaries, contracts, and similar agreements, have been  paid
or will be paid prior to Closing. Except for obligations for
which provisions are made in this Contract for prorating  at
Closing  and  any indebtedness taken subject to or  assumed,
there  will be no obligations of Seller with respect to  the
Property outstanding as of Closing.

         (5)Litigation.  There is no pending  or  threatened
litigation,   condemnation,  or  assessment  affecting   the
Property.  Seller  shall promptly advise  Purchaser  of  any
litigation,   condemnation  or  assessment   affecting   the
Property which is instituted after the Effective Date.

         (6)Material   Defects.  Seller  has  disclosed   to
Purchaser any and all known conditions of a material  nature
with respect to the Property which may affect the health  or
safety of any tenant or occupant of the Property. Except  as
disclosed  in  writing by Seller to Purchaser, the  Property
has  no  known  latent  structural defects  or  construction
defects  of  a material nature, and none of the improvements
have been constructed with materials known to be a potential
health  hazard  to  occupants  of  the  Property.  Purchaser
acknowledges that the Brokers have not made any warranty  or
representation with respect to the condition of the Property
or   otherwise,  and  Purchaser  is  relying   solely   upon
Purchaser's  own  investigations and the representations  of
Scller,  if  any.  Seller and Purchaser agree  to  hold  the
Brokers harmless from any and all damages, claims, costs and
expenses  of  every  kind and character  resulting  from  or
related to the furnishing to the Brokers ~r Purchaser of any
false,  incorrect or inaccurate information with respect  to
the   Property,   or   Seller's  concealing   any   material
information with respect to the condition of the Property.

         (7)Hazardous   Materials.   Except   as   otherwise
disclosed in writing by Seller to Purchaser to the  best  of
Sellers  knowledge Seller warrants and represents  that  the
Property  (including the improvements located thereon)  does
not   contain  any  Hazardous  Materials  (defined   below).
Purchaser  acknowledges  that current  and  future  federal,
state,  and  local  laws  and regulations  may  require  any
Hazardous  Materials to be removed at the expense  of  those
persons who may have had or continue to have any interest in
the   Property.   The  expense  of  such  removal   may   be
substantial. Purchaser further acknowledges that the Brokers
have  no  expertise  with  respect to  Hazardous  Materials,
although the Brokers will disclose any actual knowledge  the
Brokers   may  have  regarding  the  presence  of  Hazardous
Materials  on the Property. Purchaser agrees to look  solely
to   experts  and  professionals  selected  or  approved  by
Purchaser  to advise Purchaser with respect to the condition
of  the  Property and will not hold the Brokers  responsible
for  any  Hazardous  Materials  condition  relating  to  the
Property.  Seller  and Purchaser agree to indemnify,  defend
and   hold  the  Brokers  harmless  from  and  against   any
liability, claim, debt, damage, cost, or expense,  including
but  not  limited to reasonable attorneys'  fees  and  court
costs,  related  to  or arising out of  Hazardous  Materials
affecting  the Property. For purposes of this Contract,  the
term  "Hazardous  Materials"  means  any  pollutants,  toxic
substances,  oils, hazardous wastes, hazardous materials  or
hazardous  substances  as defined  in  or  pursuant  to  the
Resource  Conservation and Recovery  Act,  as  amended,  the
Comprehensive   Environmental  Response,  Compensation   and
Liability Act, as amended, the Federal Clean Water  Act,  as
amended,  or any other Federal, State or local environmental
law, regulation, ordinance, rule, or bylaw, whether existing
as of the Effective Date, or subsequently enacted.

         (8)Operation  of the Property. After the  Effective
Date  until  the Closing Date, Seller shall (a) operate  the
Property  in  the  same  manner as  the  Property  has  been
operated,  and  (b)  maintain  the  Property  in  the   same
condition and in the same manner as existed on the Effective
Date,  except  for ordinary wear and tear and  any  casualty
loss.

     B.Remedies.  If  Purchaser discovers prior  to  Closing
 that  any  of  Seller's warranties or  representations  has
 been  misrepresented or is inaccurate, Purchaser may notify
 Seller  promptly  in  writing, and Seller  may  attempt  to
 correct  or remedy the misrepresentation or inaccuracy.  If
 the  misrepresentation or inaccuracy is not remedied  prior
 to  Closing, upon written notice to Seller, Purchaser  may:
 (i)  proceed  to  Closing without  waiving  any  claim  for
 breach  of  warranty or misrepresentation;  or  (ii)  delay
 Closing,  if  Seller agrees to the delay,  until  ten  (10)
 days   after   the  misrepresentation  or   inaccuracy   is
 remedied;  or  (iii)  exercise  Purchaser's  remedies   for
 default by Seller under this Contract.

 8.  NONCONFORMANCE.  Purchaser has  or  will  independently
 investigate  and  verify  to Purchaser's  satisfaction  the
 extent  of  any  limitations  or  permitted  uses  of   the
 Property.  Purchaser acknowledges that the current  use  of
 the  Property  or the improvements located on the  Property
 (or  both) may not conform to applicable Federal, State  or
 municipal  laws, ordinances, codes or regulations.  Zoning,
 permitted  uses, height limitations, setback  requirements,
 minimum  parking requirements, limitations on  coverage  of
 improvements  to  total area of land, requirements  of  the
 Americans with Disabilities Act, wetlands restrictions  and
 other  matters may have a significant economic impact  upon
 the intended use of the Property by Purchaser. However,  if
 Seller  is  aware  of zoning changes and/or  nonconformance
 with  any  Federal, State or local laws, ordinances,  codes
 or regulations, Seller shall disclose same to Purchaser.

9.    INSPECTION. [Check one]

[X]  A. Inspection Desired. Purchaser desires to inspect the

Property and Seller grants to Purchaser the right to inspect

the Property as described in Addendum C, INSPECTION.



[  ]    B.  Inspection Not Necessary. Purchaser acknowledges
that  Purchaser  has inspected the Property,  including  all
buildings   and  improvements  thereon,  and  is  thoroughly
familiar with their condition, and Purchaser hereby  accepts
the Property in its present condition, with such changes  as
may  hereafter  be caused by normal wear and tear  prior  to
Closing) but without waiving Purchaser's rights by virtue of
Seller's  representations and warranties expressed  in  this
Contract.

  10.CASUALTY  LOSS. All risk of loss to the Property  shall
  remain upon Seller prior to the Closing. If, prior to  the
  Closing, the Property is damaged or destroyed by  fire  or
  other  casualty,  to  a Material Extent  (defined  below),
  Purchaser   may   either  terminate   this   Contract   by
  delivering  a written termination notice to Seller  within
  ten  days after the damage occurs, or elect to close.  If,
  prior  to the Closing, the Property is damaged by fire  or
  other  casualty  to  less  than  a  Material  Extent,  the
  parties  shall proceed to Closing as provided  herein.  If
  the  transaction  is  to proceed to Closing,  despite  any
  damage or destruction, there shall be no reduction in  the
  Purchase Price and Seller shall, at Seller's option:
  (i)   fully  repair  the  damage  prior  to  Closing,   at
  Seller's  expense;  or (ii) reimburse  Purchaser  for  the
  entire   cost  of  repairing  the  Property  by   allowing
  Purchaser  to  deduct the cost from the  cash  payable  to
  Seller  at  the Closing; or (iii) assign to Purchaser  all
  of  Seller's right and interest in any insurance  proceeds
  resulting  from the damage or destruction, plus an  amount
  equal  to  any  insurance deductible. The  term  "Material
  Extent"  means  damage  or  destruction  if  the  cost  of
  repairing  and  fully  restoring  the  Property   to   its
  previous  condition  exceeds  ten  percent  (10%)  of  the
  Purchase  Price. if the extent of damage or the amount  of
  insurance proceeds to be made available is not able to  be
  determined  prior to the Closing Date, or the repairs  are
  not  able  to  be  completed prior to  the  Closing  Date,
  either  party may postpone the Closing Date by  delivering
  a   written  notice  to  the  other  party  specifying  an
  extended  Closing Date which is not more than thirty  (30)
  days after the previously scheduled Closing Date.

   11.ASSIGNMENT. [Check only one],

   [ ]A.  Assignment  Prohibited. Purchaser may  not  assign
      this Contract without Seller's prior written consent.

         [x] Assignment Permitted. Purchaser may assign this
  Contract  provided  the assignee assumes  in  writing  all
  obligations  and  liabilities  of  Purchaser  under   this
  Contract,  in which event Purchaser shall be  relieved  of
  any further liability hereunder.

  [  ]C.  Limited  Assignment.  Purchaser  may  assign  this
  Contract  only  to  a related party,  defined  as  (i)  an
  entity  in  which  Purchaser  is  an  owner,  partner   or
  corporate  officer,  or  (ii) a member  of  the  immediate
  family  of  the  Purchaser. Purchaser shall remain  liable
  under  this  Contract after any assignment  to  a  related
  party.

  12.CLOSING.

      A.   Closing  Date.  The closing  of  the  transaction
  described in this Contract (the "Closing") shall  be  held
  at   10:00  a.m.  on  the  later  of  [check  one]:  [   ]
  days  after  the  Effective Date; [x] 15  days  after  the
  expiration  of  the  Review Period  or  Inspection  Period
  (whichever  is  later);  or  [  ]  on                 (the
  "Closing  Date")  at the offices of the Title  Company  at
  its  address  stated  below. However,  if  any  objections
  which  were properly and timely made by Purchaser pursuant
  to  this  Contract  have not been cured on  the  scheduled
  Closing  Date, then either party may postpone the date  of
  the  Closing by delivering a written notice to  the  other
  party  specifying an extended Closing Date  which  is  not
  more  than thirty (30) days after the previously scheduled
  Closing Date.

      B.   Seller's Closing Documents. At the closing Seller
  shall deliver to Purchaser at Seller's expense:
           (1)    A  duly  executed [check  one]  [x]General
  Warranty  Deed  [X] Special Warranty Deed  (with  Vendor's
  Lien  retained  if  not  a  cash purchase)  conveying  the
  Property  in Tee simple according to the legal description
  prepared  by the surveyor as shown on the Survey,  subject
  only to the Permitted Exceptions;

           (2)The  Title  Policy issued by  the  underwriter
  for  the  Title Company pursuant to the Title  Commitment,
  subject  only  to the Permitted Exceptions,  in  the  full
  amount  of  the Purchase Price, datedd as of the  date  of
  closing,  and  (at an additional premium cost)  [check  if
  applicable]  [ ] with the survey exception deleted  except
  as to "shortages in area;"
           (3)    A  Bill  of  Sale conveying  the  personal
  property  identified  in Addendum  A,  PERSONAL  PROPERTY,
  free   and   clear  of  liens,  security   interests   and
  encumbrances,  subject  only to the  Permitted  Exceptions
  (to the extent applicable);
           (4)     Possession  of the Property,  subject  to
  valid  existing  leases and  other  applicable   Permitted
  Exceptions;
            (5)  A  duly executed assignment of all  leases;
containing reciprocal indeminity from purchaser as  to  post
closing lessor obligations and from seller as to pre closing
lessor obligations
           (6)   A current rent roll certified by Seller  to
  be complete and accurate
           (7)      Evidence   of  Seller's  authority   and
              capacity to close this transaction;
           (8)  All  other documents reasonably required by
the  Title Company to close this transaction

      C.   Purchaser's  Closing Documents. At  the  Closing,
   Purchaser   shall  deliver  to  Seller   at   Purchaser's
   expense:
           (1)     The  cash portion of the Purchase  Price,
              with the Earnest Money being applied thereto;
           (2)    The Note and the Deed of Trust, if any;
           (3)     An  Assumption  Agreement  in  recordable
              form  agreeing to pay all commissions  payable
              under any lease of the Property;
           (4)     Evidence  of  Purchaser's  authority  and
              capacity to close this transaction;
           (5)     All  other documents reasonably  required
              by   the   Title   Company   to   close   this
              transaction.

       D.  Closing Costs. Each party shall pay its share  of
   the  closing costs which are customarily paid by a Seller
   or  Purchaser in a transaction of this character  in  the
   county  where  the Property is located, or  as  otherwise
   agreed.

       E.  Prorations.  Rents, lease commissions,  interest,
   insurance   premiums,  maintenance  expenses,   operating
   expenses,  and ad valorem taxes for the year  of  Closing
   shall  be  prorated at the Closing effective  as  of  the
   date  of  Closing. Any security deposits held  by  Seller
   shall  be delivered to Purchaser at the Closing.  If  the
   Closing occurs before the tax rate is fixed for the  year
   of  Closing, the apportionment of the taxes shall be upon
   the  basis of the tax rate for the preceding year applied
   to  the  latest  assessed valuation, but  any  difference
   between  estimated  taxes for the  year  of  Closing  the
   actual   taxes  paid  by  Purchaser  shall  be   adjusted
   equitably  between the parties upon proof of  payment  of
   the  taxes by Purchaser. This provision shall survive the
   Closing.

       F.  Loan Assumption. If Purchaser assumes an existing
  mortgage loan at Closing, Purchaser shall pay (1)  to  the
  lender, any assumption fee charged by the lender; and  (2)
  to  Seller,  a  sum  equal to the amount  of  any  reserve
  accounts  held  by  the lender for the  payment  of  taxes
  and/or  insurance. Purchaser shall execute, at the  option
  and   expense  of  Seller,  a  Deed  of  Trust  to  Secure
  Assumption.  If consent to the assumption is  required  by
  the  lender, Seller shall obtain the lender's  consent  in
  writing  and deliver the consent to Purchaser at  Closing.
  If  Seller  does  not obtain the lender's written  consent
  (if  required) and deliver it to Purchaser  at  or  before
  Closing,   Purchaser  may  terminate  this   Contract   by
  delivering   a  written  termination  notice   to   Seller
  whereupon  the  refundable portion of  the  Earnest  Money
  will  be  promptly refunded to Purchaser and  the  parties
  shall  have  no further rights or obligations  under  this
  Contract  (except  for those which may  expressly  survive
  the termination of this Contract).

       G.  Rollback  Taxes.  If  a  change  in  use  of  the
   Property  or  denial of a special use  valuation  on  the
   Property  claimed  by Seller results  in  the  assessment
   after   Closing  of  additional  taxes  for  periods   of
   Seller's   ownership,  the  additional  taxes  plus   any
   penalties  and  interest  shall  be  paid  by  Seller  to
   Purchaser  immediately  upon  receipt  by  Seller  of   a
   statement  for  the taxes. This obligation shall  survive
   the Closing.

      H.   Foreign  Person  Notification.  If  Seller  is  a
   Foreign  Person, as defined by the U.S. Internal  Revenue
   Code,  or if Seller fails to deliver to Purchaser a  non-
   foreign  affidavit  pursuant  to  Section  1445  of   the
   Internal  Revenue code, then Purchaser may withhold  from
   the  sales  proceeds an amount sufficient to comply  with
   applicable  tax law and deliver the withheld proceeds  to
   the  Internal Revenue Service, together with  appropriate
   tax  forms.  The  required  affidavit(s)  from  Seller(s)
   shall  include  (1)  a statement that  Seller  is  not  a
   foreign  person,  (2)  the U. S. taxpayer  identification
   number(s)   of  Seller(s),  and  (3)  other   information
   required by Section 1445 of the Internal Revenue Code.

13.  DEFAULT.

 C.    Purchaser's Remedies. If Seller fails to  close  this
    Contract for any reason except Purchaser's default or the
    termination  of this Contract pursuant  to  a  right  to
    terminate set forth in this Contract, Seller shall be in
    default and Purchaser may elect one of the following, as
    Purchaser's sole remedy [ Check all that may appl1y]:
      (1)  Enforce specific performance of this Contract;
      (2)   Bring suit for damages against Seller;
   [ ](3)  Enforce  specific  performance  of  this
          Contract  and/or  bring suit for  damages  against
          Seller; or
[X]      (4) Terminate and release Seller from this Contract
and  receive  the  refundable portion of the  Earnest  Money
immediately.   Seller's  failure  to   satisfy   Purchaser's
objections  under Paragraph 6 above shall not  constitute  a
default by Seller.

     B.  Seller's Remedies. If Purchaser fails to close this
Contract  for  any  reason except Seller's  default  or  the
termination of this Contract
 pursuant  to  a  right  to  terminate  set  forth  in  this
 Contract,  Purchaser  shall be in default  and  Seller  may
 elect one of the following, as Seller's
 sole remedy [Check all that may apply]
[ ]      (1) Enforce specific performance Qf this Contract;
[ ]      (2) Bring suit for damages against Purchaser;
[  ]       (3) Enforce specific performance of this Contract
and/or bring suit for damages against Purchaser; or
 [X]   (4)  Have  the  Earnest  Money  paid  to  Seller   as
 liquidated  damages  for  the Purchaser's  breach  of  this
 Contract, thereby releasing
 Purchaser from this Contract.

 14.AGENCY DISCLOSURE.

     A.  Agency Relationships. The term "Broker's' refers to
 the  Principal  Broker  and/or the Cooperating  Broker,  if
 applicable,  as  set  forth  on the  signature  page.  Each
 Broker  has  fiduciary  duties only  to  the  party(s)  the
 Broker represents as identified below. If either Broker  is
 representing   both   Seller  and  Purchaser,   then   such
 representation  is  a  dual  agency  and  the  dual  agency
 disclosure  and  consent  provisions  apply  as  set  forth
 below. [Each Broker check only one]

         (I)The  Principal  Broker is agent  for:  [  ]  the
             Seller only; or [ ] the Purchaser only; or [  ]
             both Purchaser and Seller.

         (2)The  Cooperating Broker is agent for:  [  ]  the
Seller  only;  or  [  ] the Purchaser  only;  or  [  ]  both
Purchaser and Seller.

     B.   Other   Brokers.  Each  party  to  this   Contract
 represents and warrants to the other party that such  party
 has  had  no  dealings with any person,  firm,  against  or
 finder  in connection with the negotiation of this Contract
 and/or   the   consummation  of  the  purchase   and   sale
 contemplated  herein,  other than the  Broker(s)  named  in
 this  Contract, and no real estate broker, agent, attorney,
 person,  firm  or  entity,  other  than  the  Broker(s)  is
 entitled  to  any commission or finder's fee in  connection
 with  this  transaction as the result of  any  dealings  or
 acts.   of   such  party.  Each  party  hereby  agrees   to
 indemnify,  defend,  protect  and  hold  the  other   party
 harmless  from and against any costs, expenses or liability
 for compensation, commission, fee, or charges which may  be
 claimed by any agent, finder or other similar party,  other
 than  the  named  Broker(s), by reason of any  dealings  or
 acts of the indemnifying party.

     C.  Fee  Sharing.  Each  party  acknowledges  that  the
  Principal  Broker  may pay a portion of the  Fee  (defined
  below) to the Cooperating Broker. Payment of a portion  of
  the  Fe~ by the Principal Broker to the Cooperating Broker
  shall  not  alter the fiduciary relationships between  the
  parties  and the Brokers. Seller is liable for payment  of
  the  Fee  to  the  Principal Broker only. The  Cooperating
  Broker shall have no claims directly against Seller.

     D.  Dual Agency. If either of the Brokers has indicated
  in  Section  14.A  above that Broker is representing  both
  Purchaser  and  Seller, then Purchaser and  Seller  hereby
  consent  to  the  dual  agency, authorize  the  respective
  Broker(s)  to  represent  more  than  one  party  to  this
  transaction,  and  acknowledge  that  the  source  of  any
  expected  compensation  to  the  Broker(s)  will  be   the
  Seller,  and  the  Broker(s) may also be  paid  a  fee  by
  Purchaser.  If the Broker(s) are acting In a  dual  agency
  capacity, Broker(s) shall:
         (1)Not  disclose  to  Purchaser  that  Seller  will
  accept   at  price  less  than  the  asking  price  unless
  otherwise Instructed in a separate writing by Seller;
         (2)Not  disclose to Seller that Purchaser will  pay
  a  price  greater than the price submitted  in  a  written
  offer  to  the  Seller unless otherwise  instructed  in  a
  separate writing by the Purchaser;
         (3)Not  disclose  any confidential Information,  or
  any   information  a  party  specifically  instructs   the
  Broker(s)  in  writing not to (disclose, unless  otherwise
  instructed  in a separate writing by the respective  party
  or required to disclose such information by law;
         (4)Treat  all  parties to the transaction  honestly
  and  (impartially so as not to favor one party or work  to
  the disadvantage of any party

 15 PROFESSIONAL SERVICE FEE

     A.   Payment of fee.  Seller agrees to pay the Principal
        Broker a professional service fee in cash (the "Fee") for
        procuring the Purchaser and for assisting in the negotiation
        of this Contract as Follows:  Four (4%) Percent of the
        Purchase Price and paid only upon closing.

      B.  Consent  Required.  Purchaser)  Seller  and  Title
  Company  agree  that the Broker(s) is/are  a  third  party
  beneficiary(s)  of  this Contract insofar  as  the  Fee  s
  concerned,  and that no change may be made  by  Purchaser,
  Seller  or the Title Company with respect to the  time  of
  payment, amount of payment, or the conditions for  payment
  of the Fee without the written consent of the Broker(s).

  16. MISCELLANEOUS PROVISIONS.

      A.  Effective  Date. The term "Effective  Date"  means
  the  latter  of  the two dates on which this  Contract  is
  signed  by  Seller  and Purchaser, as indicated  by  their
  signatures  below.  If  the last  party  to  execute  this
  Contract  fails  to complete the date of  execution  below
  that  part)"s signature, the Effective Date shall  be  the
  date  this  fully  executed Contract is delivered  to  the
  Title Company.

     B.   Notices. All notices and other communications required
        or permitted under this Contract must be in writing and
        shall be deemed delivered, whether actually received or not,
        on the earlier of: (a) actual receipt, if delivered in
        person or by messenger with evidence of delivery; or (ii)
        receipt of an electronic facsimile transmission ("Fax"); or
        (iii) upon deposit in the United States Mail as required
        below. Notices may be transmitted by Fax to the  Fax
        telephone numbers specified below, if any. Notices delivered
        by mail must be deposited in the U.S. Postal Service, first
        class postage prepaid, and properly addressed to the
        intended recipient at the address set forth below. Any party
        may change its address for notice purposes by delivering
        written notice of its new address to all other parties in
        the manner set forth above. Copies Of all written notices
        should also be delivered to the Principal Broker and to the
        Title Company, but failure to notify the Principal Broker or
        the Title Company will not cause an otherwise properly
        delivered notice to be ineffective.

     C.   Mutual Termination.  If this Contract is terminated by
        agreement of both parties at any time prior to closing, the
        obligations of each party under this Contract  shall
        terminate, except that (1) Seller shall pay the cost of the
        Survey (if Survey costs are incurred), (2) Purchaser shall
        pay the costs to repair any damage to the Property caused by
        Purchaser or its agents, (3) Purchaser shall deliver to
        Seller any reports or documents in Purchaser's possession
        concerning the Property, and each party shall perform any
        other obligations which expressly survive the termination of
        this Contract.  The obligations of this paragraph shall
        survive the termination of this contract.

         D.  Forms. In case of a dispute as to the  form  of
     any  document  required under this Contract,  the  most
     recent  form  prepared  by  the  State  Bar  of  Texas,
     modified  as  necessary to conform to the  requirements
     of this Contract, shall be deemed reasonable.

         E.  Attorney's Fees. The prevailing  party  in  any
     legal  proceeding brought in relation to this  Contract
     or  transaction shall be entitled to recover  from  the
     non-prevailing   parties   court   costs,    reasonable
     attorneys'  fees  and  all other reasonable  litigation
     expenses.

         F.   Integration.   This  Contract   contains   the
     complete agreement between the parties with respect  to
     the  Property  and cannot be varied except  by  written
     agreement. The parties agree that there are no oral  or
     signed  agreements, understandings, representations  or
     warranties made by the parties which are not  expressly
     set forth herein.

         Survival  Any  warranty, representation,  covenant,
     condition or obligation contained in this Contract  not
     otherwise  consummated at the Closing will survive  the
     Closing of this transaction.

         H.  Binding  Effect. This Contract shall  inure  to
     the  benefit of and be binding upon the parties to this
     Contract    and    their   respective   heirs,    legal
     representatives, successors and assigns.

         I.  Time  for  Performance. Time is of the  essence
     under   each   provision  of  this   Contract.   Strict
     compliance with the times for performance is required.

         J.  Right of Entry. Upon reasonable advance  notice
     and    during   normal   business   hours,   Purchaser,
     Purchaser's  representatives and the Brokers  have  the
     right  to enter upon the property prior to Closing  for
     purposes of viewing, inspecting and conducting  studies
     of  the  Property, so long as they do not  unreasonably
     interfere  with the use of the Property  by  Seller  or
     any tenants, or cause undue damage to the Property.

         K.  Business Day. If any date of performance  under
     this  Contract  falls on a Saturday,  Sunday  or  Texas
     legal  holiday,  such  date  of  performance  shall  be
     deferred  to  the  next day which is  not  a  Saturday,
     Sunday or Texas legal holiday.

         L.  Governing Law. This Contract shall be construed
     under  and governed by the laws of the State of  Texas,
     and  unless  otherwise provided herein, all obligations
     of  the parties created under this Contract are  to  be
     performed in the county where the Property is located.

         M.  Severability. If any provision of this Contract
     is  held to be invalid, illegal, or unenforceable by  a
     court  of competent jurisdiction, the invalid,  illegal
     or  unenforceable provision shall not affect any  other
     provisions, and this Contract shall be construed as  if
     the  invalid,  illegal, or unenforceable  provision  is
     severed and deleted from this Contract.

         N.  Disclaimer. Purchaser understands that  a  real
     estate   broker  is  qualified  to  advise  on  matters
     concerning real estate and is not an expert in  matters
     of    law,   tax,   financing,   surveying,   hazardous
     materials,  engineering, construction, safety,  zoning,
     land  planning,  architecture, or  the  Americans  with
     Disabilities Act. However, the Broker(s) will  disclose
     to  Purchaser  any  material  factual  knowledge  which
     Broker   may  possess  about  the  condition   of   the
     Property.  Purchaser acknowledges  that  Purchaser  has
     been   advised   by  the  Broker(s)  to   seek   expert
     assistance  on  such  matters.  The  Broker(s)  do  not
     investigate  a  property's  compliance  with   building
     codes, governmental ordinances, statutes and laws  that
     relate  to the use or condition of the Property or  its
     construction,  or  that relate to its  acquisition.  If
     the  Broker(s) provide names of consultants or  sources
     for  advice or assistance, the Broker(s) do not warrant
     the  services  of  the advisors or their  products  and
     cannot  warrant  the  suitability  of  property  to  be
     acquired. The Broker(s) do not warrant that the  Seller
     will  disclose  any or all property  defects  or  other
     matters  pertaining to the Property or  its  condition.
     Both  Seller and Purchaser agree to indemnify,  defend,
     and  hold the Brokers participating in this transaction
     harmless  from  and  against any and  all  liabilities,
     claims,  debts, damages, costs, and expenses, including
     but  not  limited  to  reasonable attorneys'  fees  and
     court  costs, related to or arising out of  or  in  any
     way connected to representations about the Property  or
     matters  analyzed  by  experts.  In  addition,  to  the
     extent   permitted   by  applicable   law,   Broker(s)'
     liability  for  errors  and omissions,  negligence,  or
     otherwise,  is  limited to the return of  the  Fee,  if
     any, paid to the Broker(s) pursuant to this Contract.

         0.  Counterparts, This Contract may be executed  in
     a  number  of  identical counterparts. Each counterpart
     is  deemed  an  original  and all  counterparts  shall,
     collectively, constitute one agreement.

         P.  Gender;  Number.  Unless the  context  requires
     otherwise, all pronouns used in this Contract shall  be
     construed  to  include the other genders, whether  used
     in  the masculine, feminine or neuter gender. Words  in
     the  singular number shall be construed to include  the
     plural,  and words in the plural shall be construed  to
     include the singular.

         Q.  Mediation. It' any dispute arises  relating  to
     this  Contract  (the  "Dispute"),  including  but   not
     limited to payment of the Fee, then any party may  give
     written  notice  to  the other party(s)  requiring  all
     involved  parties to attempt to resolve the Dispute  by
     mediation. Except in those circumstances when  a  party
     reasonably  believes  that  an  applicable  statute  of
     limitations  period  is about to  expire,  or  a  party
     requires  injunctive or equitable relief,  the  parties
     are obligated to use this mediation procedure prior  to
     initiating  arbitration  or any  other  action.  Within
     seven  (7)  days after receiving the mediation  notice,
     each  party must deliver a written designation  to  all
     other  parties  stating  the  names  of  one  or   more
     individuals  with authority to resolve the  Dispute  on
     such  party's  behalf. Within in (10)  days  after  the
     date  of  designation, the parties shall  make  a  good
     faith  effort to select a qualified mediator to mediate
     the  Dispute. If the parties arc unable to timely agree
     upon  a mutually acceptable mediator, the parties shall
     request  any State or Federal district judge to appoint
     a  mediator.  In  consultation with the  mediator,  the
     parties  shall promptly designate a mutually convenient
     time  and  place for the mediation which  is  no  later
     than  thirty (30) days after selection of the mediator.
     In  the  mediation, each party shall be represented  by
     persons  with authority and discretion to  negotiate  a
     resolution  of  the Dispute, and may be represented  by
     counsel.  The  mediation  shall  be  governed  by   the
     provisions  of  Chapter 154 of the Texas  Remedies  and
     Practice  Code,  and such other rules as  the  mediator
     may  prescribe. The fees and expenses of  the  mediator
     shall be shared equally by all parties.

          R.  Arbitration.  If  the parties  arc  unable  to
      resolve  any  Dispute by mediation, then  the  parties
      agree  to  submit  the Dispute to binding  arbitration
      before  a  single  arbitrator. The  Dispute  shall  be
      decided   by  arbitration  in  accordance   with   the
      applicable  arbitration statute and the then  existing
      rules  of  the  American Arbitration Association.  Any
      party  may  initiate  the  arbitration  procedure   by
      delivering  a written notice of demand for arbitration
      to  the other parties. Within ten (10) days after  the
      receipt  by  all  parties of  the  written  notice  of
      demand  for arbitration, the parties shall attempt  to
      select  a  qualified arbitrator who is  acceptable  to
      all  parties. If' the parties are unable to agree upon
      an  arbitrator who is acceptable to all parties,  then
      upon  application  of any party a court  of  competent
      jurisdiction   shall  appoint  an   arbitrator.   This
      agreement   to   arbitrate   shall   be   specifically
      enforceable under the prevailing arbitration law.

         S.   Consult  an  Attorney.  This  document  is  an
     enforceable,   legally  binding  agreement.   Read   it
     carefully.  The  Broker(s) involved in the  negotiation
     of  the  transaction described in this Contract  cannot
     give  you  legal  advice.  By law,  the  Broker(s)  arc
     limited  to discussing factual and business details  of
     the   transaction.   The  parties  to   this   Contract
     acknowledge  that  they  have  been  advised   by   the
     Broker(s)  to  have  this Contract  reviewed  by  legal
     counsel  before  signing this Contract to  discuss  the
     legal effects of its terms and provisions.


     17 ADDITIONAL PROVISIONS.

     A.   Extension of Review Period:  Purchaser shall have the
       right to extend this review period for an additional Thirty
       (30) days by giving Seller written notice of extension at
       Seller's address, and deposition with the Title Company at
       the time of the notice, an additional deposit in the amount
       of Five Thousand Dollars ($5,000).  Said notice shall be
       post marked on or before 11:59 p.m. on the 60 th  day
       following the Effective Date.  All of the deposits made
       hereunder shall be deducted from the Purchase Price.
B.   Purchaser is licensed Real Estate Broker in the State
of Texas.

 18.   EXHIBITS  AND  ADDENDA   All  exhibits  and   Addenda
attached  to  this  Contract  are  incorporated  herein   by
reference  and  are  made a part of this  Contract  for  all
purposes.  [check all that apply]

 [x]Exhibit A  Survey and/or Legal Description
                                      [ ]  Addendum A Personal Property
 [ ]Exhibit B  Site Plan              [ ]  Addendum B Financing
 [ ]Exhibit C                         [x]  Addendum C Inspection
                                      [x]  Addendum D Disclosure Notice
                                      [ ]  Addendum E

 19.  CONTRACT AS OFFER The execution of this Contract by the
     first party to do so constitutes an offer to purchase or
     sell the Property.  Unless within five days from the date of
     execution of this Contract by the first party, this Contract
     is accepted by the other party by signing the offer and
     delivering a fully executed copy to the first party, the
     offer  of  this  Contract shall be deemed automatically
     withdrawn and terminated, and the earners Money, if any,
     shall be promptly returned to Purchaser.

 EXECUTED on the dates stated below, to be effective on  the
 Effective Date

 SELLER                             PURCHASER

 AEI  Real  Estate  Fund 85A Limited              Randall  K Gonzalez
 Partnership                                  /s/ Randall  K Gonzalez
 By  Net  Lease  Management 85A, Inc. its         Randall  K Gonzalez
 Managing General Partner

 Name /s/ Mark E Larson
 Title Chief Financial Officer                    Trustee
 Address  1300  Minnesota World Trade Center     4455 Alpha Road, Building #2
 30   Seventh  Street  East                      Dallas,  Texas 75244
 St. Paul, MN  55101
 Telephone  651-227-7333   Fax 651-227-7705      972-233-888  fax 972-233-1615
 Tax Id No
 Date of Execution

 Principal Broker                        COOPERATIN BROKER

 James L Nelms
 By /s/ James L Nelms
 Name James L Nelms
 Title Broker
 Address 5604 Wedgmont Circle
         Ft. Worth Texas 76133
 Telephone 817-370-6370   fax 817-294-0573


 TITLE  COMPANY  ACCEPTANCE, The Title Company  acknowledges
 receipt  of the Earnest Money on July 12, 2002 and  accepts
 the  Earnest Money subject to the terms and conditions  set
 forth in this Contract.

 TITLE COMPANY

 Republic Title of Texas Inc.
 By /s/ Leske B Wheeler
 Name Leske B Wheeler
 Title Sr VP
 Address 2626 Howell Street, 10th floor
 Dallas Texas 75204
 Telephone 214-855-8880  Fax 214-855-8848