PURCHASE AGREEMENT
                        Arby's Restaurant
                   Colorado Springs, Colorado

This  AGREEMENT, entered into effective as of the 22nd of  March,
2004.

l.    PARTIES.  Seller  is  AEI Real  Estate  Fund  85-B  Limited
Partnership,  which owns an undivided 100% interest  in  the  fee
title  to  that  certain real property legally described  in  the
attached  Exhibit  "A"  (the "Property") Buyer  is  Albertico  E.
Delatorre.   Seller wishes to sell and Buyer wishes  to  buy  the
Property.

2.    PROPERTY.  The  Property  to  be  sold  to  Buyer  in  this
transaction consists of an undivided 100% percentage interest the
Property.    Seller  owns  no  interest  in  any  personalty   in
connection with the Property.

3.    PURCHASE  PRICE.  The purchase price  for  this  percentage
interest in the Property is $150,000, all cash.

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

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

(B).  Buyer  will  deposit the balance  of  the  purchase  price,
$145,000 (the Second Payment")  into escrow in sufficient time to
allow escrow to close on the closing date.

5.   CLOSING DATE. Escrow shall close on or before May 14, 2004.

6.    DUE  DILIGENCE. Buyer will have 30 days from the  Effective
Date  of this Agreement (the "Review Period") to conduct  all  of
its  inspections  and due diligence and satisfy itself  regarding
the  Property and this transaction. Buyer agrees to indemnify and
hold  Seller  harmless for any loss or damage to the Property  or
persons  caused  by  Buyer  or its agents  arising  out  of  such
physical inspections of the Property.  Within twenty days of  the
Effective Date of this Agreement, Seller shall provide:

A.    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 Property  as  are  in  Seller's
possession.

C.    A  copy  of an "as built" survey of the Property  completed
concurrent   with  Seller's  acquisition  of  the  Property,   if
available in Seller's possession.

D.    A copy of any Phase I Environmental Report on the Property,
if available in Seller's possession.


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 this Agreement is not cancelled as set
forth  above,  the  First Payment shall be non-refundable  unless
Seller shall default hereunder. This contract is also subject  to
Buyer  securing a new loan by closing date.  If  a  loan  is  not
secured  by  that  date or Seller has not agreed  to  extend  the
contract  as set out in paragraph 18(B), the First Payment  shall
be returned to the Buyer.

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),  Seller  (after execution of such documents  reasonably
requested  by  Seller to evidence the termination  hereof)  shall
return  to Buyer its First Payment and Buyer will have absolutely
no  rights, claims or interest of any type in connection with the
Property  or this transaction, regardless of any alleged  conduct
by Seller or anyone else.

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

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

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; all matters of public record; and
other items disclosed to Buyer during the Review Period.

Buyer  shall be allowed five (5) business 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, Seller shall be
allowed  sixty  (60) days to cure such objections and  make  such
title  marketable or, in the alternative, to obtain a  commitment
for  insurable title insuring over Buyer's objections. If  Seller
shall  decide to make no efforts to make title marketable, or  is
unable to make title marketable or obtain insurable title, (after
execution  by  Buyer  of such documents reasonably  requested  by
Seller  to evidence the termination hereof) Buyer's First Payment
will be returned and this Agreement shall be null and void and of
no  further force and effect. Seller has no obligation  to  spend
any  funds  or make any effort to satisfy Buyer's objections,  if
any.

Pending   satisfaction  of  Buyer's  objections,   the   payments
hereunder  required shall be postponed, but upon satisfaction  of
Buyer's objections and within ten (10) days after written  notice
to  the  Buyer of satisfaction of Buyer's objections, 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 to broker's representing Seller. If Buyer shall decide to
purchase  title  insurance,  then Buyer  will  pay  the  cost  of
obtaining  a Standard Owners Title Insurance Policy in  the  full
amount of the purchase price. Buyer will pay all recording  fees,
transfer taxes and clerk's fees imposed upon the recording of the
deed,  one-half of the escrow fees, and the cost of an update  to
the  Survey  in Sellers 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).       Seller  warrants  that  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,  pro-rated, however, to the date of closing for the period
prior  to  closing, which shall be the responsibility of  Seller.
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 Property.

(B). All income and all operating expenses from the Property,  if
any,  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. Buyer shall be entitled to  all  income
earned and shall be responsible for all operating expenses of the
Property incurred on and after the date of closing.

11.  SELLER'S REPRESENTATION AND AGREEMENTS.

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

1.    It  is not aware of any pending litigation (other than  the
UCC   Filings  mentioned  in  paragraph  12(A))  or  condemnation
proceedings  against  the Property or Seller's  interest  in  the
Property.

2.    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 Seller after  the  closing
date.

(B).  Provided that Buyer performs its obligations  as  required,
Seller agrees that it will not enter into any new contracts  that
would  materially  affect the Property and be binding  on  Seller
after the Closing Date without Buyer's prior consent, which  will
not be unreasonably withheld.

12.  DISCLOSURES.

(A).  Seller has been an absentee landlord.  Consequently, Seller
has little, if any, knowledge of the physical characteristics  of
the Property.

To the best of Seller's actual knowledge a Colorado UCC-1 fixture
filing  was  filed  on December 7, 1998 identifying  that  Captec
Financial  Group,  Inc. has a security interest  against  certain
equipment  and  fixtures leased by Chi-Co,  Inc.,  located  at  a
variety  of properties in various states, including the  property
identified as Lot 2 in Boychuk Subdivision Filing No. 6, El  Paso
County, Colorado (the "Property").  Additionally, a Colorado UCC-
3  Statement of Change was filed on September 10, 1999  assigning
all  of  the  property identified in the UCC-1  to  Norwest  Bank
Minnesota, National Association as Indentured Trustee  of  Captec
Franchise  Trust  1999-1.  Seller statements,  whether  any  such
equipment or fixtures remain in the Property or the amount of Chi-
Co., Inc.'s indebtedness relating to such Property.

(B). Buyer agrees that it shall waive any and all rights to bring
a claim against Seller relating to the UCC Filings.

(C). Buyer acknowledges and agrees that Buyer is not relying upon
any representation or warranties made by Seller or Seller's Agent
except those provided herein.

(D). Buyer acknowledges that,having been given the opportunity to
inspect  the  Property,   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
expressly acknowledges that,  in  consideration of the agreements
of  the  Seller  herein,  except as otherwise  specified  herein,
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,
profitability, or fitness for a particular purpose, in respect of
the Property.

(E). BUYER AGREES THAT IT SHALL BE PURCHASING THE PROPERTY IN ITS
THEN  PRESENT  CONDITION, AS IS, WHERE  IS,  AND  SELLER  HAS  NO
OBLIGATION TO CONSTRUCT OR REPAIR ANY IMPROVEMENTS THEREON, OR TO
PERFORM ANY OTHER ACT  REGARDING  THE  PROPERTY. WITHOUT LIMITING
THE GENERALITY  OF  THE  FOREGOING, BUYER ALSO AGREES THAT SELLER
WILL  HAVE NO LIABILITY OF ANY TYPE, DIRECT OR INDIRECT, TO BUYER
OR   BUYER'S  SUCCESSORS,   ASSIGNS,   LENDERS   OR AFFILIATES IN
CONNECTION WITH ANY HAZARDOUS,   TOXIC,   DANGEROUS,   FLAMMABLE,
EXPLOSIVE  OR  CHEMICAL   SUBSTANCES  OF ANY TYPE (WHETHER OR NOT
DEFINED AS SUCH UNDER ANY APPLICABLE  LAWS)  ON  OR IN CONNECTION
WITH THE PROPERTY EITHER BEFORE OR AFTER THE CLOSING DATE.

The provisions (A) - (E) above shall survive Closing.

13.  CLOSING.

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

(B).  On  or  before  the closing date, Buyer will  deposit  into
escrow  the  balance  of the Purchase Price when  required  under
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 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 ready 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 paid the First Payment, deposited
the  balance  of the Second Payment for 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:

(1).  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.

(2).  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.

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

17.  CANCELLATION

If any party elects to cancel this Contract because of any breach
by  another party or because escrow fails to close by the  agreed
date,  the party electing to cancel shall deliver to escrow agent
a  notice  containing  the address of the  party  in  breach  and
stating  that this Contract shall be cancelled unless the  breach
is  cured within 13 days following the delivery of the notice  to
the escrow agent. Within three days after receipt of such notice,
the escrow agent shall send it by United States Mail to the party
in  breach at the address contained in the Notice and no  further
notice  shall be required. If the breach is not cured within  the
13 days following the delivery of the notice to the escrow agent,
this Contract shall be cancelled.

19.  MISCELLANEOUS.

(A).  This  Agreement  may be amended only by  written  agreement
signed  by  both  Seller and Buyer and all  waivers  must  be  in
writing  and signed by the waiving party. Time is of the essence.
This  Agreement  will not be construed for  or  against  a  party
whether or not that party has drafted this Agreement. If there is
any  action  or proceeding between the parties relating  to  this
Agreement  the  prevailing  party will  be  entitled  to  recover
attorney's  fees  and  costs.  This is  an  integrated  agreement
containing  all agreements of the parties about the Property  and
the   other  matters  described  and  it  supersedes  any   other
agreements or understandings. Exhibits attached to this Agreement
are incorporated into this Agreement.

(B).  If  this escrow has not closed by May 14, 2004  through  no
fault  of Seller, Seller may, 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-B Limited Partnership
30 East Seventh Street, Suite 1300
St. Paul, MN 55101

If to Buyer:

Albertico E. Delatorre
880 Aspenglow Lane
Colorado Springs, CO 80916
(7190 661-9139

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 Colorado.

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


BUYER:    Albertico E. Delatorre

          By: /s/ Albertico E Delatorre
                  Albertico E. Delatorre



SELLER:   AEI  Real  Estate  Fund  85-B  Limited  Partnership,  a
          Minnesota limited partnership
          By: Net Lease Management 85-B, Inc., a Minnesota corporation

          By: /s/ Robert P Johnson
                  Robert P. Johnson, its President







                            Exhibit A

Lot  2  in  Boychuck Subdivision Filing No. 6,  El  Paso  County,
Colorado.

Together  with  and subject to rights to limited access,  utility
easements  and  parking rights as may be provided  in  Protective
Covenants  as recorded in Book 3541 at Page 603 and in Book  3744
at Page 671.