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

This  AGREEMENT, entered into effective as of the 2nd  of  April,
2002.

l.   PARTIES.  Seller  is  AEI  Real  Estate  Fund  85-A  Limited
Partnership which owns an undivided 59.8020% interest in the  fee
title  to  that  certain real property legally described  in  the
attached  Exhibit "A" (the "Entire Property"). Buyer is  Giovanna
Lukes  Rendall ("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   16.7763   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 $340,000 all cash.

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

(a)  Buyer will deposit the purchase price, $340,000 into  escrow
in sufficient time to allow escrow to close on the closing date.

5. CLOSING DATE.  Escrow shall close on or before March 29, 2002.

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 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)  A  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.

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

(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



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



statements as may have been provided most recently to  Seller  by
the Tenant and/or Guarantors.

     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, return  receipt
requested,  to Seller and escrow holder before the expiration  of
the  Review  Period. Such notice shall be deemed  effective  only
upon receipt by Seller.

      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) 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 Buyer fails to pay the Purchase  Price,  Buyer
irrevocably will be deemed to be in default under this Agreement.
Seller may, at its option, 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 Purchase Price is  paid  when
required,  all  of Buyer's conditions and contingencies  will  be
deemed satisfied.

7.  ESCROW.  Escrow shall be opened by Seller 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.

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;
all  matters of public record; and other items disclosed to 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 eighty (80) days to make such title marketable or  in


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



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) 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  Buyer  will pay the cost of  issuing  a  Standard
Owners  Title Insurance Policy in the full amount of the purchase
price,  if  Buyer shall decide to purchase the same.  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 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.


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


11.  SELLER'S REPRESENTATION AND AGREEMENTS.

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

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.

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

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 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.



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


(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 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  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.

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.


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



(b)   On  or  before  the closing date, Buyer will  deposit  into
escrow: the Purchase Price when required under Section 4 and  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.   In  addition, Seller shall retain all remedies available
to Seller at law or in equity.

     If Seller shall default, Buyer irrevocably waives any rights
to file a lis pendens, a specific performance action or any other
claim,  action or proceeding of any type in connection  with  the
Property or this or any other transaction involving the Property,
and  will  not  do  anything to affect title to the  Property  or
hinder,  delay  or  prevent  any  other  sale,  lease  or   other
transaction involving the Property (any and all of which will  be
null  and void), unless: it has deposited the Purchase Price into
escrow, performed all of its other obligations and satisfied  all
conditions  under  this  Agreement, and unconditionally  notified
Seller  that it stands ready to tender full performance, purchase
the  Property and close escrow as per this Agreement,  regardless
of  any  alleged  default  or misconduct  by  Seller.   Provided,
however, that in no event shall Seller be liable for any  actual,
punitive, consequential or speculative damages arising out of any
default by Seller hereunder.

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 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



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



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.

      In the event that this Agreement is terminated by Buyer  as
provided  above in Subparagraph 16a or 16b, the Buyer  agrees  to
execute 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 Initial: /s/ GRJ  /s/ ALR
Purchase Agreement for Marie Callender Pie Shops, Inc., Gresham, OR


      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.

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  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 March 29, 2002, through  no
fault  of Seller, Seller may either, at its election, extend  the
closing  date  or exercise any remedy available  to  it  by  law,
including terminating this Agreement.

(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



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



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:

     Giovanna Lukes Rendall
     209 West Frances Willard Avenue
     Chico, CA 95926


(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 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.



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



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

BUYER:    Giovanna Lukes Rendall


          By: /s/ Giovanna R Jackson POA               Autonnia L Rendall
                  Giovanna R. Jackson as Power                        POA
                  of Attorney for Giovanna Lukes Rendall

          WITNESS:

          /s/ Alan R Lotsperch                         /s/ Wilma Sollars

              Alan R Lotsperch                             Wilma Sollars
               (Print Name)




Buyer Initial: /s/ GRJ  /s/ ALR
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/ Robert P Johnson
                  Robert P. Johnson, President


     WITNESS:

     /s/ Debra Jochum

         Debra Jochum
         (Print Name)




Buyer Initial: /s/ GRJ  /s/ ALR
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.