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

This AGREEMENT, entered into effective as of the 10th of October,
2001.

l.   PARTIES.  Seller  is  AEI  Real  Estate  Fund  85-A  Limited
Partnership which owns an undivided 74.5676% interest in the  fee
title  to  that  certain real property legally described  in  the
attached Exhibit "A" (the "Entire Property"). Buyer is George  W.
Dyar  ("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   11.7311   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 $237,750 all cash.

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

     (a)  Buyer  will deposit the purchase price,  $237,750  into
     escrow  in sufficient time to allow escrow to close  on  the
     closing date.

5.  CLOSING  DATE.  Escrow shall close on or before  November  5,
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 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.

     (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


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


     tenant  financial 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/ GWD
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/ GWD
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:

     (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 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
     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


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


     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 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.


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



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 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.


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



     (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/ GWD
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 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  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,


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


     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 November  5,  2001,
     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 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:

          George W. Dyar
          2713 Rockybrook Lane
          Opelika, AL 36801


     (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.


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



     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/ GWD
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:    George W. Dyar

          By:/s/ George Dyar
                 George W. Dyar

          WITNESS:

          /s/  B. Dale Henderson

               B. Dale Henderson
                  (Print Name)


Buyer Initial: /s/ GWD
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/ GWD
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.