EXHIBIT 10.1



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                               LOAN SALE AGREEMENT


                   Dated and Effective as of February 10 2004

                                 by and between

              American Insured Mortgage Investors - Series 85, L.P.

                                     SELLER



                                       and

                      Greystone Servicing Corporation, Inc.

                                      BUYER



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                                TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                                      Page
<C>                                                                                                   <S>
ARTICLE 1- DEFINITIONS.................................................................................1
     Section 1.1     Agreement.........................................................................1
     Section 1.2     Assigned Rights and Obligations...................................................2
     Section 1.3     Assignment and Assumption of Assigned Rights and Obligations......................2
     Section 1.4     Business Day......................................................................2
     Section 1.5     Closing...........................................................................2
     Section 1.6     Closing Date......................................................................2
     Section 1.7     Cobblestone Loan .................................................................2
     Section 1.8     Closing Documents.................................................................2
     Section 1.9     Collateral........................................................................2
     Section 1.10    Collateral Document...............................................................2
     Section 1.11    Intentionally Deleted.............................................................2
     Section 1.12    Escrow............................................................................2
     Section 1.13    Escrow Holder.....................................................................2
     Section 1.14    Intentionally Deleted.............................................................3
     Section 1.15    Loans.............................................................................3
     Section 1.16    Loan Documents....................................................................3
     Section 1.17    Loan Note.........................................................................3
     Section 1.18    Obligor...........................................................................3
     Section 1.19 Plantation Loan .....................................................................3
     Section 1.20    Purchase Price....................................................................3

     ARTICLE 2- PURCHASE AND SALE OF THE ASSIGNED RIGHTS...............................................3
     Section 2.1      Agreement to Sell and Purchase Assigned Rights and Obligations...................3
     Section 2.2      Assignment and Assumption of Assigned Rights and Obligations.....................3
     Section 2.3      Consideration for Assigned Rights and Obligations................................3
     Section 2.4      Deposit..........................................................................4
     Section 2.5      Buyer Designee...................................................................4
     Section 2.6      Escrow...........................................................................4
     Section 2.7      Indemnity of Escrow Holder.......................................................4

ARTICLE 3- REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER .........................................4
     Section 3.1      Authorization and Compliance.....................................................4
     Section 3.2      Binding Obligation of Buyer......................................................5
     Section 3.3      No Conflict With Other Agreements................................................5
     Section 3.4      No Further Consent Required......................................................5
     Section 3.5      Independent Evaluation...........................................................5
     Section 3.6      Direction to Conduct Due Diligence...............................................5
     Section 3.7      No Reliance on Seller............................................................5
     Section 3.8      Application to Designee..........................................................6

ARTICLE 4- REPRESENTATIONS AND WARRANTIES OF SELLER....................................................6
     Section 4.1      Seller Is Holder of Loan and Assigned Rights and Obligations.....................6
     Section 4.2      Compliance with FHA Regulations..................................................6
</TABLE>

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<TABLE>
<CAPTION>
     <C>                                                                                              <S>
     Section 4.3      Advances.........................................................................6
     Section 4.4      Disclaimer.......................................................................6

ARTICLE 5- CONDITIONS PRECEDENT........................................................................7
     Section 5.1      Conditions for the Benefit of Buyer, Including Due Diligence.....................7
     Section 5.2      Conditions for the Benefit of Seller.............................................7
     Section 5.3      Failure or Waiver of Conditions Precedent........................................7

ARTICLE 6- CLOSING.....................................................................................8
     Section 6.1      Escrow...........................................................................8
     Section 6.2      Deliveries by Buyer..............................................................8
     Section 6.3      Deliveries by Seller.............................................................8
     Section 6.4      Delivery of Loan Files and Funds.................................................9
     Section 6.5      Closing Costs....................................................................9
     Section 6.6      Prorations......................................................................10
     Section 6.7      Insured Collateral..............................................................10
     Section 6.8      Title Insurance.................................................................10

ARTICLE 7- FILES AND RECORDS..........................................................................10
    Section 7.1       Conformity to Law...............................................................10
    Section 7.2       Inspection by Seller............................................................10

ARTICLE 8- RELEASE AND INDEMNIFICATION OF SELLER......................................................10
     Section 8.1      Seller's Indemnification........................................................10
     Section 8.2      Buyer's Indemnification.........................................................10
     Section 8.3      Collateral Materials............................................................11

ARTICLE 9- BREACH OF THE AGREEMENT....................................................................11
     Section 9.1      Seller's Breach.................................................................11
     Section 9.2      Buyer's Breach..................................................................12
     Section 9.3      Liquidated Damages..............................................................12
     Section 9.4      No Personal Liability...........................................................12
     Section 9.5      Intentionally Deleted...........................................................12
     Section 9.6      Damages Related To Collateral...................................................12

ARTICLE 10- NOTICES...................................................................................12

ARTICLE 11- MISCELLANEOUS PROVISIONS..................................................................13
   Section 11.1       Waiver of Jury Trial............................................................13
   Section 11.2       Severability....................................................................14
   Section 11.3       Rights Cumulative: Waivers......................................................14
   Section 11.4       Headings........................................................................14
   Section 11.5       Construction....................................................................14
   Section 11.6       Assignment......................................................................14
   Section 11.7       Prior Understandings............................................................14
   Section 11.8       Integrated Agreement............................................................14
   Section 11.9       Counterparts....................................................................14
   Section 11.10      Survival........................................................................15
</TABLE>

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<TABLE>
<CAPTION>
  <C>                                                                                                 <S>
   Section 11.11      Governing Law...................................................................15
   Section 11.12      Expenses........................................................................15
   Section 11.13      Brokers.........................................................................15
   Section 11.14      Effectiveness Of The Agreement..................................................15
   Section 11.15      Attorneys' Fees.................................................................15
   Section 11.16      Further Assurances..............................................................15
   Section 11.17      Publicity.......................................................................15
   Section 11.18      Confidentiality.................................................................15
   Section 11.19      Time of Essence.................................................................16

ARTICLE 12- ..........................................................................................16
   Section 12.1       Non-Solicitation of Obligors....................................................16
</TABLE>

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                               LOAN SALE AGREEMENT

THIS LOAN SALE AGREEMENT ("Agreement"), is made and entered into as of February
10, 2004, by and between AMERICAN INSURED MORTGAGE INVESTORS - SERIES 85, L.P.,
a California limited partnership ("Seller") and GREYSTONE SERVICING CORPORATION,
INC., a Georgia corporation ("Buyer").

                                    RECITALS

     A. Seller is the holder of and wishes to sell certain Loans (as  identified
on  Schedule 1 hereto)  on the terms and  subject  to the  conditions  set forth
herein.

     B. Buyer wishes to purchase the Loans,  all on the terms and subject to the
conditions set forth herein.

     C. The Loans are fully insured by the United  States  Department of Housing
and Urban  Development  ("HUD") acting  through an authorized  agent (the "FHA")
under  various  sections  of the  National  Housing  Act,  as  amended  and  the
regulations promulgated thereunder (the "Regulations").

     D.  Pursuant to that certain Loan  Servicing  Agreement  dated July 1, 1995
("Loan Servicing  Agreement"),  Seller entered into an agreement with CRIIMI MAE
Services  Limited  Partnership  ("CMSLP")  whereby  CMSLP  agreed to service the
Loans, among others.

     E. Seller and CMSLP have agreed to terminate their  servicing  agreement in
regard to the Loans, subject only to CMSLP's obligation to indemnify Seller, its
successors  and  assigns,  against any failure of CMSLP to service said Loans in
accordance with FHA requirements so as not to adversely affect the FHA insurance
on the Loans, and Seller wishes, as part of the transaction  contemplated herein
to convey all of its right,  title interest and  obligations in and to the Loans
on a "servicing  released"  basis,  and to assign its rights and  obligations in
CMSLP's indemnification to Buyer.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the Premises,  which are incorporated
herein by reference, and the mutual promises herein set forth and other valuable
consideration,  the receipt and  sufficiency  of which are hereby  acknowledged,
Seller and Buyer agree as follows:

                                    ARTICLE 1
                                   DEFINITIONS

     For purposes of this Agreement, the following terms shall have the meanings
indicated:

     Section  1.1  "Agreement"  means this Loan Sale  Agreement,  including  all
Exhibits and Schedules hereto.

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     Section 1.2 "Assigned Rights and Obligations"  means all of Seller's right,
title,  interest and obligations,  if any, in and to the Loans as of the Closing
Date on a "servicing released" basis, and its rights to CMSLP's  indemnification
for any servicing defaults prior to Closing hereunder.

     Section 1.3 "Assignment and Assumption of Assigned Rights and  Obligations"
means the documents to be delivered on the Closing Date by Buyer and Seller, the
forms of which are attached hereto as Exhibit B, whereby Seller assigns to Buyer
or Buyer's  designee,  and Buyer or Buyer's  designee  accepts from Seller,  the
Assigned Rights and Obligations.

     Section  1.4  "Business  Day"  means  any day on which  Seller  is open for
business other than a Saturday, a Sunday or a Maryland state or Federal holiday.

     Section 1.5  "Closing"  means the  occurrence  of all acts required by this
Agreement to assign and transfer the Assigned Rights and Obligations from Seller
to Buyer  and for Buyer to accept  the  Assigned  Rights  and  Obligations  from
Seller.

     Section 1.6 "Closing  Date" means February 10, 2004 or such other date upon
which Buyer and Seller may mutually agree.

     Section 1.7  "Cobblestone  Loan" means (a) the obligation  evidenced by the
Loan Note in the original principal amount of $5,306,000.00,  the Loan Documents
and/or any  amendment  thereto  and (b) all  rights,  powers,  liens or security
interests of Seller in or under any Collateral Document.

     Section 1.8 "Closing  Documents" means all documents  described herein that
are required to be delivered at the Closing by Seller or Buyer.

     Section 1.9 "Collateral"  means the real and personal  property,  guaranty,
pledge  and/or  other  property  securing the Loan Note as described in the Loan
Documents.

     Section  1.10  "Collateral  Document"  means  the deed of  trust,  mortgage
security  agreement,  UCC  financing  statements,  guaranty,  letter of  credit,
pledge, loan agreement and/or other instruments creating a security interest in,
and/or a lien or  encumbrance  upon  any of the  Collateral,  including  without
limitation any of the Loan Documents.

     Section 1.11 INTENTIONALLY DELETED.

     Section 1.12 "Escrow"  means the escrow to be opened with the Escrow Holder
in connection with this Agreement and the transaction contemplated hereunder.

     Section 1.13 "Escrow Holder" means First American Title Insurance  Company,
whose address for this transaction is as follows:

                           1801 K Street, NW, Suite 200 K-1
                           Washington, D.C. 20006
                           Attn:  Brian A. Lobuts, Vice President

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     Section 1.14 INTENTIONALLY DELETED.

     Section 1.15 "Loans" means the  Cobblestone  Loan and the  Plantation  Loan
collectively,  or individually a "Loan", each as more particularly identified on
Schedule 1 hereto.

     Section 1.16 "Loan Documents" means the agreements, instruments, affidavits
or other documents related to, or evidencing,  the Loan, as obtained at the time
of its  origination  and any  subsequent  modification,  which are set forth and
listed in Exhibit A.

     Section  1.17  "Loan  Note"  means the Deed of Trust  Note  evidencing  the
indebtedness of the  Cobblestone  Loan and the Deed of Trust Note evidencing the
indebtedness  of the  Plantation  Loan  both as  described  on  Exhibit A hereto
collectively.

     Section 1.18 "Obligor" means the borrower under a Loan Note.

     Section 1.19  "Plantation  Loan" means (a) the obligation  evidenced by the
Loan Note in the original principal amount of $4,715,300.00,  the Loan Documents
and/or any  amendment  thereto  and (b) all  rights,  powers,  liens or security
interests of Seller in or under any Collateral Document.

     Section 1.20  "Purchase  Price"  means the 107.00% of the then  outstanding
principal  balance  of the Loans on the  Closing  Date as shown on  Schedule  1,
attached  hereto  and made a part  hereof,  plus  accrued  and  unpaid  interest
thereon.

                                    ARTICLE 2
            PURCHASE AND SALE OF THE ASSIGNED RIGHTS AND OBLIGATIONS

     Section 2.1 Agreement to Sell and Purchase Assigned Rights and Obligations.
On the Closing  Date,  Seller  agrees to sell,  transfer  and assign,  and Buyer
agrees to purchase and assume,  the  Assigned  Rights and  Obligations,  without
representations,  express or implied  except as  specifically  set forth herein,
without warranties,  express or implied, except as specifically set forth herein
and without recourse to Seller.

     Section 2.2 Assignment and Assumption of Assigned  Rights and  Obligations.
On the  Closing  Date,  Seller  and Buyer  shall  each  deliver  to the other an
Assignment and  Assumption of Assigned  Rights and  Obligations,  in the form of
Exhibit B hereto, executed by an authorized  representative of Seller and Buyer,
which  Assignment and Assumption of Assigned Rights and Obligations  shall sell,
transfer, assign, set-over, convey and delegate to Buyer the Assigned Rights and
Obligations.

     Section  2.3  Consideration   for  Assigned  Rights  and  Obligations.   As
consideration for the transfers and assignments hereunder by Seller, Buyer shall
pay the Purchase Price to Seller on the Closing Date, and Buyer shall assume all
of  Seller's  obligations  under the  Assigned  Rights and  Obligations.  On the
Closing  Date,  Buyer  shall pay to  Seller,  by wire  transfer  of  immediately
available funds, the Purchase Price together with any additional amounts payable
by Buyer  pursuant  to the  closing  adjustments  and  prorations  described  in
Sections 6.5 and 6.6 hereof.

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     Section 2.4 Deposit. INTENTIONALLY DELETED.

     Section 2.5 Buyer Designee. Upon the written consent of Seller delivered to
Buyer at least five (5) business days prior to the Closing,  Buyer may designate
to Seller in writing,  at its sole discretion,  an affiliated entity as designee
to receive and assume the Assigned Rights and  Obligations.  If Buyer designates
another entity to assume the Assigned Rights and Obligations, Buyer nevertheless
shall remain  liable for all  obligations  of Buyer  hereunder  and  thereunder,
notwithstanding any such designation.

     Section 2.6  Escrow.  Upon the  execution  of this  Agreement  by Buyer and
Seller,  and the  acceptance of this  Agreement by the Escrow Holder in writing,
this  Agreement  shall  constitute  the joint escrow  instructions  of Buyer and
Seller to Escrow Holder to open Escrow for the  consummation  of the transfer of
the Assigned Rights and  Obligations to Buyer pursuant to this  Agreement.  Upon
Escrow Holder's receipt of the Deposit and Escrow Holder's written acceptance of
this Agreement,  Escrow Holder is authorized to act in accordance with the terms
of this  Agreement.  Buyer and Seller  shall  promptly  execute  general  escrow
instructions  based  upon  this  Agreement  at the  request  of  Escrow  Holder;
provided,  however,  that if there is any conflict or inconsistency between such
general escrow  instructions  and this Agreement,  this Agreement shall control.
Upon  the  Closing,  Escrow  Holder  shall  pay any  sum  owed  to  Seller  with
immediately  available  United States federal  funds.  In the event of a dispute
between any of the parties  hereto which cannot be resolved prior to 2:00 pm EST
on the Closing Date, Escrow Holder shall  immediately  return all funds via wire
transfer and documents via overnight delivery to the respective party depositing
same with  Escrow  Agent and shall  thereupon  be  discharged.  Seller and Buyer
covenant and agree that in  performing  any of its duties under this  Agreement,
Escrow  Holder  shall not be liable for any loss,  costs or damage  which it may
incur as a result of serving as Escrow  Holder  hereunder,  except for any loss,
costs or damage arising out of its willful default or gross negligence.

     Section 2.7  Indemnity of Escrow  Holder.  Seller and Buyer hereby agree to
indemnify  and hold harmless  Escrow Agent  against any and all losses,  claims,
damages,  liabilities and expenses,  including  without  limitation,  reasonable
costs of  investigation  and  attorneys'  fees and  disbursements  which  may be
imposed  upon or  incurred  by Escrow  Agent in  connection  with its serving as
Escrow Agent hereunder,  except for any loss, costs or damage arising out of its
willful default or gross negligence.

                                    ARTICLE 3
               REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER

     Buyer hereby  represents,  warrants and covenants as of the date hereof and
as of the Closing Date that:

     Section  3.1  Authorization  and  Compliance.   Buyer  is  an  FHA-approved
mortgagee,  is duly and legally  authorized to enter into this Agreement and has
complied with all laws,  rules,  regulations,  charter  provisions and bylaws to
which it may be subject and that the undersigned representative is authorized to
act on  behalf  of and bind  Buyer  to the  terms  of this  Agreement.  Upon the
execution hereof, Buyer will supply Seller with a certified copy of a resolution
of its Board of Directors,  Partners, or Members as the case may be,


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authorizing Buyer's entry into this Agreement through such  representative,
together with such documents as Seller may reasonably require as evidence of the
Buyer's good standing or as further evidence of such authority.

     Section  3.2  Binding  Obligation  of Buyer.  Assuming  due  authorization,
execution and delivery by each other party hereto, this Agreement and all of the
obligations of Buyer hereunder are the legal,  valid and binding  obligations of
Buyer,  enforceable in accordance  with the terms of this  Agreement,  except as
such  enforcement may be limited by bankruptcy,  insolvency,  reorganization  or
other similar laws affecting the enforcement of creditors'  rights generally and
by  general  equity  principles  (regardless  of  whether  such  enforcement  is
considered in a proceeding in equity or at law).

     Section 3.3 No Conflict With Other  Agreements.  The execution and delivery
of this Agreement and the performance of its obligations hereunder by Buyer will
not  conflict  with any  provision  of any law or  regulation  to which Buyer is
subject or conflict with or result in a breach of or constitute a default of any
of the terms,  conditions  or provisions of any agreement or instrument to which
Buyer is a party or by which it is bound or any  order or decree  applicable  to
Buyer.

     Section 3.4 No Further  Consent  Required.  Buyer is not required to obtain
the  consent  of  any  other  party  or  any  consent,   license,   approval  or
authorization  from, or  registration  or  declaration  with,  any  governmental
authority,  bureau or agency in connection with Buyer's execution,  delivery, or
performance of this Agreement, except such as have been obtained.

     Section 3.5 Independent Evaluation.  Buyer's decision to purchase the Loans
and assume the Assigned Rights and Obligations pursuant to this Agreement is and
was based upon  Buyer's  own  independent  evaluation  of any  information  made
available by Seller,  and Buyer's  independent  evaluation of the Loan Documents
and Collateral  Documents,  and Buyer has been given the  opportunity to inspect
and  review  the Loan  Documents,  Collateral  Documents,  Collateral  and other
related  information as it deems  necessary,  proper or  appropriate.  Buyer has
relied  solely on its own  investigation  and it has not relied upon any oral or
written  information   provided  by  Seller  or  its  personnel  or  agents  and
acknowledges that no employee or representative of Seller has been authorized to
make,  and that  Buyer has not  relied  upon,  any  statements  other than those
specifically contained in this Agreement.

     Section  3.6  Direction  to Conduct  Due  Diligence.  Buyer has been urged,
invited and  directed to conduct such due  diligence  review and analysis of the
Collateral,  Loan  Documents,  Collateral  Documents  and  related  information,
together with such records as are generally  available to the public from local,
county,  state  and  federal  authorities,  record-keeping  offices  and  courts
(including,  without  limitation,  any bankruptcy  courts in which Obligor,  its
guarantor  or  surety,  if  any,  may  be  subject  to  any  pending  bankruptcy
proceedings),  as Buyer deemed necessary, proper or appropriate in order to make
a complete,  informed  decision with respect to the purchase and  acquisition of
the Assigned Rights and Obligations.

     Section 3.7 No Reliance on Seller.  Buyer is not relying upon the continued
actions or efforts of Seller in  connection  with its  decision to purchase  the
Loan and to purchase and assume the Assigned Rights and  Obligations,  and Buyer
agrees that the  representations

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made herein and other  valid  reasons  and the  purchase  of the Loan,  the
Assigned Rights and  Obligations  does not constitute the purchase of securities
within the meaning of federal or state securities laws.

     Section 3.8  Application to Designee.  If Buyer  designates an affiliate to
receive and assume the Assigned Rights and Obligations  pursuant to Section 2.5,
all of the representations,  warranties and covenants of Buyer contained in this
Article 3 shall be deemed remade and to apply to Buyer's designee as if the name
of Buyer's  designee were  substituted  in place of Buyer in each instance other
than the preamble to Article 3.

                                    ARTICLE 4
                    REPRESENTATIONS AND WARRANTIES OF SELLER

     Section 4.1 Seller Is Holder of Loan and Assigned  Rights and  Obligations.
Seller  hereby  represents  and warrants that at all times  relevant  Seller has
been,  and as of the date hereof and as of the Closing Date,  that the Seller is
an  FHA-approved  mortgagee and is the holder of the  mortgagee's and servicer's
interest in the Loan and that the Seller has the authority and right to sell and
assign the Assigned Rights and Obligations to Buyer.

     Section 4.2 Compliance with FHA Regulations.  Seller hereby  represents and
warrants  that at all times  relevant  and as of the date  hereof  and as of the
Closing  Date,  has caused  CMSLP in its  capacity  as  servicer of the Loans to
comply with the requirements of the National Housing Act and the Regulations and
to perform its duties and acts in accordance with the normal and usual standards
of practice of prudent  servicers of FHA-insured  project  mortgage loans and in
compliance  with the Loan  Servicing  Agreement  and that the  Loans  have  been
finally  endorsed  by FHA for  mortgage  insurance  which is in full  force  and
effect,  and which may be claimed  without  surcharge.  Further,  Seller  hereby
represents  and warrants  that CMSLP has fully  indemnified  Seller  against any
servicing  defects  or default  by CMSLP  that  could  adversely  affect the FHA
insurance on the Loans and which indemnification is fully assignable to Buyer.

     Section 4.3 Advances. Seller hereby represents and warrants that no advance
or advances  have been made by the  mortgagee to the  mortgagor  with respect to
each of the Mortgage Loans, except as set forth on Exhibit A.

     Section 4.4 Disclaimer.  EXCEPT FOR THOSE EXPRESSED IN SECTION 4.1 AND 4.2,
NO WARRANTIES OR REPRESENTATIONS,  EXPRESS OR IMPLIED,  HAVE BEEN MADE BY SELLER
OR BY ANYONE ACTING ON ITS BEHALF, PARTICULARLY, BUT WITHOUT IN ANY WAY LIMITING
THE GENERALITY OF THE FOREGOING, NO WARRANTIES OR REPRESENTATIONS  REGARDING (i)
THE COLLECTABILITY OF THE LOAN, (ii) THE CREDITWORTHINESS OF ANY OBLIGOR,  (iii)
THE VALUE OF ANY  COLLATERAL  SECURING  PAYMENT  OF THE LOAN,  (iv),  THE LOAN'S
FREEDOM   FROM  LIENS  AND   ENCUMBRANCES,   IN  WHOLE  OR  IN  PART,   (v)  THE
TRANSFERABILITY  AND  ENFORCEABILITY  OF THE LOAN NOTE AND COLLATERAL  DOCUMENTS
SUPPORTING  THE  LOAN,  OR (vi)  TITLE  TO OR THE  CONDITION  OF THE  UNDERLYING
COLLATERAL  INCLUDING BUT NOT LIMITED TO ANY ENVIRONMENTAL  MATTER OR CONDITION,
WHETHER LATENT OR OBSERVABLE.  EXCEPT AS OTHERWISE  PROVIDED IN THIS  AGREEMENT,
THE LOAN SOLD AND THE RIGHTS AND

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<PAGE>

OBLIGATIONS  ASSIGNED TO AND ASSUMED BY BUYER UNDER THIS AGREEMENT ARE SOLD
AND TRANSFERRED WITHOUT RECOURSE.

                                    ARTICLE 5
                              CONDITIONS PRECEDENT

     Section 5.1 Conditions  for the Benefit of Buyer,  Including Due Diligence.
Notwithstanding  anything in this Agreement to the contrary,  Buyer's obligation
to purchase and assume the Assigned Rights and  Obligations  shall be subject to
and  contingent  upon the  satisfaction  (or  waiver  by  Buyer)  of each of the
following conditions precedent, prior to or on the Closing Date:

                 (a) All Closing Documents necessary to consummate the
transactions contemplated in this Agreement shall have been executed and
delivered by Seller as required by this Agreement.

                 (b) There shall not have been any material damage or
destruction to the Collateral from the condition of the Collateral as it existed
upon the effective date of this Agreement.

                 (c) Neither Buyer nor Seller shall have terminated this
Agreement pursuant to the terms of this Agreement.

                 (d) Each and every representation and warranty of Seller
contained in this Agreement shall be true and correct in all material respects
as of the Closing Date.

     Section 5.2 Conditions for the Benefit of Seller.  Notwithstanding anything
in this  Agreement to the contrary,  Seller's  obligation to sell and assign the
Assigned  Rights and  Obligations  shall be subject to and  contingent  upon the
satisfaction (or waiver by Seller) of the following  conditions  precedent prior
to or on the Closing Date:

                 (a) Payment of the Purchase Price, plus sufficient funds to pay
Buyer's share of prorations and closing expenses as set forth in Sections 6.5
and 6.6 below, to Seller at the Closing.

                 (b) All Closing Documents necessary to consummate the
transaction as contemplated in this Agreement shall have been executed and
delivered by Buyer as required by this Agreement.

                 (c) Neither Buyer nor Seller shall have terminated the
Agreement pursuant to the terms of this Agreement.

                 (d) Each and every representation and warranty of Buyer
contained in this Agreement shall be true and correct as and when made and as of
the Closing Date in all material respects.

     Section 5.3 Failure or Waiver of Conditions Precedent.  In the event any of
the  conditions  set forth in Section  5.1 or 5.2 do not occur as of the Closing
Date,  or such  earlier  date as set  forth  above,  or have not been  waived in
writing by Buyer or Seller, respectively,

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<PAGE>

the party for whose benefit the failed  condition exists may terminate this
Agreement by written notice to the other party, and neither party shall have any
further  obligation to the other,  other than as stated in the Agreement.  Buyer
and Seller may, at their election, at any time or times on or before the Closing
Date, waive in writing the benefit of any of the conditions set forth in Section
5.1 or  5.2.  A  party's  waiver  of any  condition  to the  Closing  shall  not
constitute  a waiver by that party of any other  unsatisfied  conditions,  or of
such party's right to terminate this Agreement  based on said other  unsatisfied
conditions,  unless such waiver is specified in writing by such party. Buyer and
Seller  agree to  cooperate  and to use all  reasonable  efforts to fulfill  the
conditions set forth herein.  Anything  herein to the contrary  notwithstanding,
Seller shall be liable to Buyer for any out of pocket costs incurred by Buyer as
a result  of  Seller's  failed  timely  delivery  of the  Closing  Documents  in
accordance herewith.

                                    ARTICLE 6
                                     CLOSING

     Section 6.1 Escrow.  The Escrow  contemplated  by this  Agreement  shall be
opened by Buyer and Seller with Escrow Holder in  accordance  with Sections 2.4,
2.6 and 2.7  herein.  On or before two (2)  Business  Days prior to the  Closing
Date,  Seller and Buyer shall deliver such additional joint escrow  instructions
to Escrow Holder  consistent  with this Article 6 as are reasonably  required by
Escrow Holder. The Closing shall be via telephone, confirmed in writing.

     Section 6.2 Deliveries by Buyer.  On the Closing Date,  Buyer shall deliver
to Seller:

                 (a) the Purchase Price plus sufficient funds to pay Buyer's
share of all prorations and closing expenses as set forth in Sections 6.5 and
6.6 below by means of a wire transfer to Seller of U. S. Dollars in immediately
available federal funds;

     Section  6.3  Deliveries  by  Seller.  Seller  shall  deliver  to Buyer the
following original Loan Documents for each Loan:

                (a) the original Deed of Trust Note with all interim
assignments, amendments and modifications, and an original Allonge, duly
endorsing the Deed of Trust Note to the order of Buyer without recourse;

                 (b) the original recorded Deed of Trust with all interim
assignments, amendments and modifications, and Seller's duly executed original
assignment thereof, in recordable form;

                 (c) the original Security Agreement with all interim
assignments, amendments and modifications, and Seller's duly executed original
assignment thereof to Buyer, together with UCC assignments of security interest
sufficient for filing in the jurisdiction where the mortgaged property is
located and the jurisdiction where the Obligor is organized;

                 (d) the original mortgagee's title insurance policy insuring
Seller's first priority lien against the Collateral;

                                       8

<PAGE>

                 (e) the original Mortgagor/Mortgagee Agreement, with all
interim assignments, amendments and modifications, and Seller's duly executed
assignment thereof to Buyer;

                 (f) the original Agreement of Restrictions with all interim
assignments, amendments and modifications, and Seller's duly executed assignment
thereof to Buyer;

                 (g) all original escrow agreements, if any, with all interim
assignments, amendments and modifications, with Seller's duly executed original
assignment to Buyer of any such escrow agreements;

                 (h) the originals of all other collateral documents including
all contracts, documents, files, accounts and assets related to such Loan, with
all interim assignments, amendments and modifications of each, and Seller's duly
executed original assignment to Buyer thereof;

                 (i) a completed HUD 920080, Mortgage Record Change; and

                 (j) letters to all management companies, taxing authorities,
and insurance agencies notifying them of the change of mortgagee (letters to the
insurance agencies must include a request for an endorsement to the policy
changing the named payee in the mortgagee clause); and

                 (k) a copy of the Regulatory Agreement between the Obligor and
HUD;

                 (l) an assignment of CMSLP's indemnification regarding
servicing defects and defaults existing prior to or as of the Closing Date, in
such form as set forth on Exhibit C hereto.

     Section 6.4 Delivery of Loan Files and Funds.  Seller  agrees to deliver to
Buyer or Buyer's  designee at Seller's  place of business as soon as practicable
following the Closing Date each  original  Loan Document in Seller's  possession
affecting the Loan. On the Closing Date,  Seller shall deliver to Buyer via wire
transfer in  accordance  with Buyer's  wire  instructions  to be  provided,  all
escrow,  reserve and other funds and  securities  held in  conjunction  with the
Loans, and shall provide Buyer with a detailed written  statement of explanation
thereof.

     Section  6.5  Closing  Costs.  Seller and Buyer shall each pay the fees and
expenses of their  respective  legal counsel  incurred in  connection  with this
transaction.  Buyer  shall  pay all  other  costs and  expenses  related  to the
transaction. Seller shall not bear the cost of any recordation fees and/or taxes
associated  with  selling,  transferring,  and  assigning  the Loan,  including,
without limitation,  recording an assignment of the Mortgage, assignments of any
financing  statements,  and any fees and/or taxes associated with other transfer
documents  which  are  to  be  recorded  in  connection  with  the  transactions
contemplated  hereby. On the Closing Date, Buyer agrees to pay to Seller cash in
an amount  sufficient to reimburse  Seller for any costs incurred by Seller with
respect to the Closing for which Buyer is required to pay under this  Agreement.
Any payments on the Loans received after Closing shall be immediately  forwarded
to Buyer.

                                        9

<PAGE>

     Section 6.6  Prorations.  Payments of  principal  and/or  interest  payable
pursuant  to the Loan or any of the Loan  Documents  on or prior to the  Closing
Date shall be the property of Seller and shall not be prorated as between  Buyer
and Seller if received by Seller on or before the Closing  Date.  Any payment so
received  by Seller on or prior to the Closing  Date and  applied in  accordance
with FHA  requirements  shall  adjust  the then  outstanding  principal  balance
accordingly.

     Section 6.7 Insured  Collateral.  Buyer is  responsible  for having  itself
substituted  as loss payee on any  collateral  risk insurance in which Seller is
currently  listed as a loss payee.  Any loss after the Closing to either Obligor
or to  Buyer  or to the  value or  collectability  of the  Loan due to  Seller's
cancellation  of collateral  risk  insurance or its failure to identify Buyer as
loss payee is the sole responsibility of Buyer.

     Section 6.8 Title Insurance.  Seller shall have no  responsibility  for and
shall have no  obligation  to pay any costs  associated  with  transferring  and
obtaining any  endorsements  to any existing title policy or new title policy in
connection with this transaction.

                                    ARTICLE 7
                                FILES AND RECORDS

     Section 7.1  Conformity  to Law.  Buyer  agrees to abide by all  applicable
state  and  federal  laws,  and HUD  requirements  regarding  the  handling  and
maintenance  of  all  documents  and  records  relating  to the  Loan  purchased
hereunder  including,  but not limited to, the length of time such documents and
records are to be retained.

     Section 7.2 Inspection by Seller.  After the transfer of documents or files
to Buyer pursuant to the terms of this Agreement, Buyer agrees that Seller shall
have the continuing right to use,  inspect,  and make extracts from or copies of
any such  documents or records,  at its sole  expense,  in  connection  with any
dispute or litigation related to the Collateral or the Loan in which Seller is a
party, upon Seller's reasonable notice to Buyer.

                                    ARTICLE 8
                      RELEASE AND INDEMNIFICATION OF SELLER

Section 8.1 Seller's Indemnification. Seller agrees to defend, indemnifty and
hold harmless Buyer, its affiliates, subsidiaries, its managers, members,
employees, agents, servicers and representatives from, against and in respect of
any and all loss, costs, claims, damage, liability and expense, including,
without limitation, reasonable attorneys fees and expenses arising out of or
relating in any way to the Seller's actions and inactions relating in any way to
the Collateral, the Collateral Documents or the Loan Documents, including
indemnification against any servicing defects or default by CMSLP that could
adversely affect the FHA insurance on the Loans, which actions or inactions
occurred prior to the Closing Date.

     Section 8.2 Buyer's Indemnification. Buyer agrees to defend, indemnifty and
hold harmless  Seller,  its  affiliates,  subsidiaries,  its managers,  members,
employees, agents, servicers and representatives from, against and in respect of
any and all loss,  costs,  claims,  damage,  liability  and expense,  including,
without  limitation,  reasonable  attorneys fees and expenses  arising out of or
relating in any way to the Buyer's actions and inactions  relating

                                       10

<PAGE>

in  any  way  to the  Collateral,  the  Collateral  Documents  or the  Loan
Documents, which actions or inactions occurred subsequent to the Closing Date.

     Section 8.3 Collateral  Materials.  Seller has provided Buyer certain asset
summaries and other  information  and has provided Buyer access to certain other
materials and information, which may have included certain loan documents, title
reports,  file  reviews,   internal  analyses  and  memoranda,   correspondence,
environmental assessments, inspection reports, operating statements, rent rolls,
surveys,  engineering reports,  and/or appraisals relating to the Collateral and
certain financial statements,  credit reports,  operating  statements,  internal
analyses and memoranda and other information  regarding the financial condition,
management  ability  and  other  aspects  of  the  Obligor,  including,  without
limitation,  those  certain  items  described  in  Exhibit A hereto  (the  above
described  asset  summaries,  materials  and other  documents,  information  and
reports  listed  on  Exhibit  A  are  referred  to  herein  as  the  "Collateral
Materials").  BUYER  UNDERSTANDS  AND  ACKNOWLEDGES  THAT,  ALTHOUGH  SELLER HAS
ATTEMPTED TO PROVIDE BUYER ACCESS TO  INFORMATION IN SELLER'S  POSSESSION  WHICH
SELLER  BELIEVED COULD BE RELEVANT,  THE COLLATERAL  MATERIALS WERE NOT PREPARED
FOR  BUYER OR TO BE  RELIED  UPON BY  BUYER,  THAT  THEY MAY BE  INCOMPLETE  AND
OUTDATED AND MAY CONTAIN  ERRORS,  OMISSIONS,  AND  INACCURATE  AND  CONFLICTING
INFORMATION,  AND THAT SELLER HAS NOT ATTEMPTED TO VERIFY,  CORRECT OR RECONCILE
THE INFORMATION IN THE COLLATERAL MATERIALS.  BUYER UNDERSTANDS AND ACKNOWLEDGES
THAT ANY  COLLATERAL  REPORT  WHICH MAY BE PROVIDED BY SELLER IS BEING  PROVIDED
WITHOUT  REPRESENTATION  OR  WARRANTY  AS  TO  THE  COMPLETENESS,   ACCURACY  OR
SUFFICIENCY  OF THE FACTS,  ASSUMPTIONS OR CONCLUSIONS  CONTAINED  THEREIN;  AND
BUYER HEREBY  WAIVES,  RELEASES  AND AGREES NEVER TO AS SERT ANY CLAIMS  AGAINST
SELLER,  ITS  RESPECTIVE  REPRESENTATIVES  OR THE  PREPARERS  OF THE  COLLATERAL
MATERIALS  WHICH  COULD BE  ALLEGEDLY  BASED  UPON  RELIANCE  ON THE  COLLATERAL
MATERIALS.  BUYER HAS BEEN AND IS HEREBY EXPRESSLY  ADVISED BY SELLER TO CONDUCT
AN INDEPENDENT  INVESTIGATION WITH RESPECT TO THE IDENTIFICATION AND SUFFICIENCY
OF THE COLLATERAL,  THE VALUE AND CONDITION OF THE COLLATERAL, THE LIEN PRIORITY
AND PERFECTION OF THE LOAN DOCUMENTS (INCLUDING,  WITHOUT LIMITATION,  OBTAINING
TITLE SEARCHES AND/OR, IF OBTAINABLE,  LENDER'S TITLE POLICY ENDORSEMENTS OR NEW
LENDER'S  TITLE  POLICIES IN  CONNECTION  WITH THE  COLLATERAL),  THE  FINANCIAL
CONDITION AND MANAGEMENT ABILITY OF THE OBLIGOR, THE VALIDITY AND ENFORCEABILITY
OF  THE  LOAN   DOCUMENTS  AND  ALL  OTHER   MATTERS)  WHICH  COULD  AFFECT  THE
COLLECTIBILITY AND VALUE OF THE LOAN NOTE AND OTHER LOAN DOCUMENTS, THE ASSIGNED
RIGHTS AND OBLIGATIONS.

                                    ARTICLE 9
                             BREACH OF THE AGREEMENT

     Section 9.1 Seller's Breach.  If Seller breaches this Agreement,  and Buyer
does not

                                       11

<PAGE>

close the transactions  contemplated hereunder or such breach is discovered
after  Closing,  Seller  shall be allowed a reasonable  opportunity  to cure the
breach.  If the breach  cannot be cured Buyer shall be  reimbursed by Seller for
all costs  incurred,  including  costs of  internal  counsel,  and Buyer may, at
Buyer's  option,  pursue all of Buyer's  rights and remedies that Buyer may have
under this  Agreement  and at law.  Buyer may not recover any  consequential  or
punitive damages resulting from Seller's breach of the Agreement.

     Section 9.2 Buyer's Breach. If Buyer defaults under this Agreement,  Seller
at Seller's  option,  may pursue all of Seller's rights and remedies that Seller
may  have  under  this  Agreement  and at law,  including  but not  limited  to,
reimbursement  for costs,  expenses and  liquidated  damages in an amount not to
exceed $10,000.00 ("Liquidated Damages").

     Section 9.3 Liquidated Damages. BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT
(a) IT WOULD BE IMPRACTICAL OR EXTREMELY  DIFFICULT TO DETERMINE SELLER'S ACTUAL
DAMAGES IN THE EVENT OF BUYER'S  DEFAULT  UNDER THIS  AGREEMENT,  AND (b) TAKING
INTO ACCOUNT ALL OF THE  CIRCUMSTANCES  EXISTING ON THE DATE OF THIS  AGREEMENT,
THE AMOUNT OF $10,000.00 IS A REASONABLE  ESTIMATE OF SELLER'S ACTUAL DAMAGES IN
SUCH EVENT. CONSEQUENTLY,  IN THE EVENT OF BUYER'S DEFAULT UNDER THIS AGREEMENT,
SELLER' S SOLE AND EXCLUSIVE  REMEDY AT LAW SHALL BE TO TERMINATE THIS AGREEMENT
AND TO RECEIVE AND RETAIN THE LIQUIDATED DAMAGES.

Initials:

-----------------------                         -----------------------
Buyer                                           Seller

     Section  9.4 No  Personal  Liability.  In no event  shall any  shareholder,
director,  partner or officer of Seller or a Related Person be personally liable
for any obligations of Seller or Buyer under this Agreement.

     Section 9.5 Intentionally Deleted.

     Section 9.6 Damages  Related To Collateral.  Seller shall have no liability
to Buyer with respect to any damage deriving from or related to the Collateral.

                                   ARTICLE 10
                                     NOTICES

     Unless otherwise provided for herein, all notices and other  communications
required  or  permitted  hereunder  shall be in  writing  (including  a  writing
delivered by facsimile transmission and simultaneously sent by regular mail) and
shall  be  deemed  to have  been  duly  given  (a)  when  delivered,  if sent by
registered or certified mail (return receipt requested),  (b) when delivered, if
delivered  personally  or by facsimile or (c) on the second  following  Business
Day, if sent by overnight mail or overnight courier, in each case to the parties
at the following  addresses (or at such other addresses as shall be specified by
like notice):

                                       12

<PAGE>

If to the Seller: American Insured Mortgage Investors - Series 85, L.P.
                  c/o CRIIMI MAE Services Limited Partnership
                  11200 Rockville Pike, 4th Floor
                  Rockville,   Maryland  20852
                  Attention:  N.  Nelson  Phelps,  Esquire
                  Fax  No. 301-231-0630
                  Email: nphelps@criimi.com

With a copy to:   CRIIMI MAE INC.
                  11200 Rockville Pike, Suite 400
                  Rockville, Maryland 20852
                  Attention:  Mark Libera, General Counsel
                  Fax No. 301-255-0620
                  Email:  mlibera@criimi.com

If to the Buyer:  Greystone Servicing Corporation, Inc.
                  419 Belle Air Lane
                  Warrenton, Virginia 20186
                  Attention:  Deborah S. Cook, General Counsel
                  Fax No. 540-341-2192
                  Email:  dcook@greystoneusa.com

With a copy to:   Greystone & Co., Inc.
                  152 W. 57th Street, 60th
                  New York, NY  10019
                  Attention:  Serafino Tobia
                  Fax No.  212-649-9701


                                   ARTICLE 11
                            MISCELLANEOUS PROVISIONS

     Section  11.1  Waiver  of  Jury  Trial.  WITHOUT  LIMITATION  OF ANY  OTHER
COVENANT, RELEASE,  REPRESENTATION OR WARRANTY OR ANY RIGHT OR REMEDY OF PARTIES
UNDER  THIS  AGREEMENT,  AT LAW  OR IN  EQUITY,  EACH  PARTY  HEREBY  KNOWINGLY,
VOLUNTARILY  AND  INTENTIONALLY  WAIVES ANY RIGHT THAT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LITIGATION OR PROCEEDING  ARISING IN ANY WAY IN CONNECTION WITH THIS
AGREEMENT,  ANY OF THE  DOCUMENTS  EXECUTED  PURSUANT  THERETO  OR  HERETO OR IN
CONNECTION THEREWITH OR HEREWITH OR ANY OTHER STATEMENTS OR ACTIONS OF THE OTHER
PARTY. EACH PARTY ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR THE
OTHER PARTY TO ENTER INTO THIS AGREEMENT AND EACH SUCH  DOCUMENT,  AND THAT THIS
WAIVER SHALL BE EFFECTIVE AS TO EACH OF THE  DOCUMENTS AS IF FULLY  INCORPORATED
THEREIN.

                                       13

<PAGE>

     Section 11.2  Severability.  Each part of this  Agreement is intended to be
severable.  If any term,  covenant,  condition or provision  hereof is unlawful,
invalid,  or  unenforceable  for any  reason  whatsoever,  and such  illegality,
invalidity,  or  unenforceability  does not affect the  remaining  parts of this
Agreement,  then all such remaining  parts hereof shall be valid and enforceable
and have full force and effect as if the invalid or  unenforceable  part had not
been included.

     Section 11.3 Rights Cumulative:  Waivers. The rights of each of the parties
under this  Agreement are  cumulative and may be exercised as often as any party
considers  appropriate.  The right of each of the parties hereunder shall not be
capable  of being  waived  or  varied  otherwise  than by an  express  waiver or
variation in writing.  Any failure to exercise or any delay in exercising any of
such rights shall not operate as a waiver or variation of that or any other such
right.  Any  defective  or  partial  exercise  of any of such  rights  shall not
preclude any other or further  exercise of that or any other such right.  No act
or course of conduct or  negotiation  on the part of any party  shall in any way
preclude such party from  exercising any such right or constitute  suspension or
any variation of any such right.

     Section 11.4 Headings.  The headings of the Articles and Sections contained
in this  Agreement  are inserted for  convenience  only and shall not affect the
meaning or interpretation of this Agreement or any provision hereof.

     Section 11.5 Construction.  Unless the context otherwise requires, singular
nouns and pronouns,  when used herein,  shall be deemed to include the plural of
such noun or pronoun  and  pronoun of one gender  shall be deemed to include the
equivalent pronoun of the other gender.

     Section 11.6 Assignment.  Subject to Section 2.5, this Agreement may not be
assigned by Buyer  without the prior  written  consent of Seller,  which consent
Seller may grant or withhold in its sole and absolute discretion.  Any attempted
assignment  by Buyer  without the prior  consent of Seller  shall be voidable by
Seller.  Subject to the  foregoing,  this  Agreement  and the terms,  covenants,
conditions, provisions,  obligations,  undertakings, rights and benefits hereof,
including  the  Exhibits  hereto,  shall be binding  upon and shall inure to the
benefit of, the  undersigned  parties  and their  respective  heirs,  executors,
administrators, representatives, successors, and assigns.

     Section 11.7 Prior  Understandings.  This Agreement  supersedes any and all
prior  discussions  and agreements  between Seller and Buyer with respect to the
purchase of the Loans and other matters  contained  herein,  and this  Agreement
contains  the sole and entire  understanding  between  the  parties  hereto with
respect to the transactions contemplated herein.

     Section 11.8 Integrated  Agreement.  This Agreement and all Exhibits hereto
constitute  the final  complete  expression of the intent and  understanding  of
Buyer and Seller.  This Agreement  shall not be altered or modified  except by a
subsequent writing, signed by Buyer and Seller.

     Section  11.9  Counterparts.  This  Agreement  maybe  executed  by fax  (if
promptly  followed by the original) and in any number of  counterparts,  each of
which shall constitute

                                       14

<PAGE>

one and the same  instrument,  and either  party  hereto may  execute  this
Agreement by signing any such counterpart.

     Section 11.10  Survival.  Each and every covenant  herein made by the Buyer
and Seller  shall  survive  the  Closing  and shall not merge  into the  Closing
Documents, but instead shall be independently enforceable.

     Section 11.11  Governing  Law. This Agreement  shall be construed,  and the
rights and  obligations  of the Seller and the Buyer  hereunder  determined,  in
accordance with the local law of the State of New York.

     Section  11.12  Expenses.  Except as expressly set forth to the contrary in
this  Agreement,  each party hereto shall be responsible for and bear all of its
own  respective  expenses,  including  without  limitation,  expenses  of  legal
counsel,  accountants,  and other  advisors,  incurred at any time in connection
with pursuing or consummating  this Agreement and the transactions  contemplated
thereby.

     Section 11.13 Brokers. Each party to this Agreement represents and warrants
to the other that,  in  connection  with the sale and purchase of the Loan,  the
party so representing  and warranting has not dealt with any real estate broker,
agent or finder Buyer and Seller shall  indemnify  and hold each other  harmless
against and from any inaccuracy in such representation. The rights, obligations,
warranties  and  representations  of the parties  hereto under the provisions of
this Section 11.13 survive Closing or any  termination of this Agreement  before
Closing.

     Section 11.14  Effectiveness Of The Agreement.  This Agreement shall not be
deemed a contract  binding upon the parties  hereto unless and until it is fully
executed and delivered.

     Section 11.15  Attorneys'  Fees. In the event any dispute between Buyer and
Seller should result in arbitration or litigation, the prevailing party shall be
reimbursed for all reasonable costs incurred in connection with such litigation,
including, without limitation, reasonable attorneys' fees.

     Section  11.16  Further  Assurances.  From  and  after  the  date  of  this
Agreement,  each party shall  provide to the other party such other  information
regarding the Loans or the Collateral as the other party may reasonably request,
and each party shall  execute and deliver  such other  documents,  deliver  such
other items and take such other actions as may be reasonably  requested to allow
the completion and consummation  (or  termination,  as appropriate) of all tasks
and the transactions contemplated by this Agreement.

     Section 11.17 Publicity.  Neither party to this Agreement shall release any
information  concerning the  transaction  contemplated  by this Agreement to the
public by any  means,  including,  but not  limited  to, a press  release,  or a
tombstone or other advertisement, without the prior written consent and approval
of the other party hereto.

     Section  11.18  Confidentiality.  In no event  shall  either  party to this
Agreement issue any press release to any media of general circulation  regarding
this Agreement or the transactions contemplated hereby or otherwise disclose the
terms and  conditions of this

                                       15

<PAGE>

Agreement (other than a press release providing that the Buyer has acquired
the Loan,  which  shall not  disclose  the terms of the  acquisition);  provided
however  that  nothing  herein shall be deemed to limit or impair in any way any
party's ability to disclose the details of the transaction  contemplated  hereby
to its  affiliates,  subsidiaries  or legal and financial  advisors or as may be
necessary pursuant to any governmental order or applicable law or in litigation.
Notwithstanding  the foregoing,  no party  hereunder shall have any liability by
reason of the details of the transaction  contemplated  hereby becoming known by
means  beyond  the  reasonable  control of such  party.  This  Section  shall be
supplemental  to and not in derogation of the provisions of any  Confidentiality
Agreement entered into between Buyer and Seller.

     Section 11.19 Time of Essence. All parties hereto agree that time is of the
essence with respect to this Agreement.

                                   ARTICLE 12

     Section 12.1 Non-Solicitation of Obligors.  Seller and its affiliates shall
be prohibited  from  soliciting or otherwise  causing the refinance of the Loans
during the remaining terms thereof.


                            (SIGNATURE PAGE FOLLOWS)


















                                       16


<PAGE>


     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                      SELLER:

                      American Insured Mortgage Investors - Series 85, L.P.

                           By: CRIIMI, Inc., its general partner

                           By:/s/Mark Libera
                           ------------------------------------------
                           Name: Mark Libera
                           Title:  Vice President

                      BUYER:

                      Greystone Servicing Corporation, Inc.

                           By:/s/Betsy Vartanian
                           ------------------------------------------
                           Name: Betsy Vartanian
                           ------------------------------------------
                           Title:  Executive Vice President
                           ------------------------------------------










                                       17